Transformers Prime: Empowered
by Rapidfyrez
Summary: The world is always changing. People, politics, protectors. All of them change, new and old are constantly shifting. They always change. And it is with these changes that four new protectors rise to the challenge, to defend their world from the evils of the Decepticons, and beyond. It's a Marvel Universe they live in, so you better buckle up. It's gonna be a bumpy ride.
1. Chapter 1

Chapter 1: A Marvel Change

The game of life is an odd one, when one stops to think about it. There are so many twists and turns through it, that no one for certain can expect the outcome. Could a future as a wealthy billionaire be the outcome, or could one suffer and lose all that is important to them? All it takes is one singular event for one person's life to change forever.

Funny how, for Juniper Leigh Darby, that drastic change happened to be the day her sixteen year old son, Jackson William Darby, brought home a blue motorcycle. She'd thought that just him driving from place to place was a big enough change.

But no, it turned out the motorcycle was a female alien robot who happened to be part of an intergalactic war with a team of other giant alien robots that could turn into cars. And when June finally found this out (After being abducted and nearly killed by a sadistic spider bot), she had realized her life had truly taken a turn for the strange.

At least, that's how it seemed to her as she walked through the aisles of food at the local grocer. It had been nearly six months since that day, and June had found things returning to normal. Or as normal as things could be for her family with the Autobots involved.

In fact, it was growing close to her son's birthday. He'd be turning seventeen in two weeks, and it was… scary for her. Yes, it was already scary that he spent his free time with aliens, but honestly him turning seventeen was probably scarier.

She let out a sigh and turned to the row of baking supplies, "I'm worrying too much. It's just his birthday."

Scanning the shelves, June picked out a batch of cake mix and pushed her cart forward. And straight into another shop, accidently knocking all the items out of his hand held shopping cart.

"Oh god, sorry!" June apologized, rushing to help the man pick up his stuff.

He let out a chuckle while June started scooping some items up, "It's fine ma'am. Really, it's no problem."

"No, no, I should've been paying attention." June insisted. She finally stood up and placed the items back in his hand basket, "I'm just so distracted I…"

She immediately trailed off when she finally got a good look at WHO she'd run into. He was a tall man, easily a head taller than June, with a muscular figure, strong jaw, and dirty blonde hair. His eyes were dark blue, and a few laugh lines were etched into his face. The man had the look of a gentle giant, someone who could walk into a room and make friends with everyone there.

"I-I-I…" June stuttered, and the man raised a brow.

"You alright miss?"

June blinked and shook her head, "Y-yeah, I'm f-fine." she assured him. Honestly, she wasn't sure why she'd just lost control of her faculties for a moment, and tried focusing.

"Sorry for running into you."

The man chuckled, "Ma'am, it's fine. You were just distracted, looks like you were lost in thought."

June walked over to her cart and sighed, "Yeah, you could say that. My sons 17th birthday's coming up, and I'm a bit stressed."

"Ah, that'd explain the cake mix." the man noted, sparing a glance into June's basket.

She sighed and nodded, "Yep… anyway… sorry for running into you, I'll just be moving on."

"Again, it's fine ma'am." the man repeated, sounding almost exasperated by her constant apologizing, "Good luck with your son."

June smiled, "Thanks… I'm going to need it."

And with that, the two walked off down the aisle in separate directions. The man quickly vanished, and June rubbed her face, letting out an annoyed moan, "Real smooth June… you didn't even get his name."

If there was one thing June might admit, it was that she was as bad talking to men her own age, as her son was at talking to girls her own age. In other words, she made a complete fool of herself ninety nine percent of the time. And her encounter with the mysterious man just served to remind her about why dating didn't work for her.

June shook her head and pushed on through the store aisles. She still had more things to pick up for the house and Jack's birthday. She could lament her lack of social skills another day. Instead, June continued her shopping trip, picking up anything else she might need, before checking out and heading back to her car.

The drive home was quiet and uneventful, June silently listening to the radio while she drove. It was a talk show, she wasn't sure which one. But she preferred some noise in the car, as opposed to complete silence.

After about ten minutes of driving, she pulled up into her driveway and opened the garage. It was empty which meant Arcee and by extension, Jack, were gone. And so, June was alone at home… again.

With a tired sigh, June got out of her car and opened the trunk. She quietly and quickly brought the grocery's in, setting them on the kitchen counter with a tired sigh. June leaned against the counter and rubbed her temples. A long day at work, a long day of shopping, and making a fool of herself in front of someone. Sounded like her day in a nutshell.

June released her temples and stood up. There was still more work to do before she could finally get some well deserved rest. But before she started packing up, a slip of white paper caught the corner of June's eye.

"Hello?" she picked it up and quickly scanned it.

It was a note from Jack, _'Mom, I'm at base with Arcee. I'll probably be staying the night, if that's alright.'_

June smiled to herself, "Of course he is…"

She gave the grocery bags a look, "I… wonder if he'd mind a visit?"

For a moment, June thought to herself.

"Ah screw it." she sighed, "I'll pay him a visit."

June had learned from past experience that the Autobots didn't appreciate it when she tried interfering with their work. And after that little incident with Arcee and Bulkhead that left them magnetically glued together, June had learned to stop trying to interfere. And because of that, most of the bots seemed to get along better with her now.

In fact, June counted Arcee and Ratchet as friends. Especially Arcee, since she seemed as determined as June to keep Jack out of trouble. So a little visit wouldn't hurt anyone, would it? Plus, it'd give her something to do that night besides spending her night in front of the TV…

* * *

><p>June arrived at the Autobot base about twenty minutes later, driving through the large front entrance into the secret headquarters. According to Jack, the base used to be an old missile silo that had been abandoned. When the Autobots landed, the US government reconfigured it into a base for the Cybertronians to use and modify as they saw fit.<p>

This meant there was a large secret entrance carved into the base for convenience sake, a lowered platform for the Autobots to walk around on, an elevator leading to the base of the mesa, and a series of tunnels carved into the thick rock. She'd never explored them personally, but maybe that would change today. Hopefully.

June pulled into the main hall of the base, where the lowered platform and raised platform stood, and parked next to a large terminal that towered overhead. It was occupied by the large red and white mech, Ratchet. The local Autobot medic.

"Evening, doctor." June greeted, stepping out of her car.

Ratchet let out a grunt, "Nurse Darby."

That was the closest thing to a cheery greeting one would get from the likes of Ratchet. Luckily for everyone's sake, he was the grumpiest of the Autobots. Though, speaking of, said Autobots were standing in front of the human platform, talking with their respective charges. Until they turned their eyes and optics on June, of course.

The youngest of the group, Rafael and his guardian Bumblebee, looked at June with a sort of neutral expression. They didn't seem upset to see her, in fact, they seemed the friendliest. Raf and Bee both waved at June happily, something that relieved her. It was good to know there was no ill will between the three of them after June's admittedly foolish mistake of trying to take Raf from the Autobots.

But while that was true with those two, the next in the group, the hyperactive exchange student Miko, was far less friendly. She gave June a brief glare, before huffing and ignoring June. Since day one, Miko let it be known she didn't like June. A sentiment June returned somewhat.

Miko was reckless, irresponsible, and never listened to anyone. Except, that is, for her large green guardian Bulkhead. The big wrecker winced at the glare Miko gave and sent June an apologetic look. She smiled and nodded in response.

And then came Jack and his 'partner', Arcee.

Just seeing the surprise on his face was almost enough to make the trip worth it. What he said next cemented it.

"M-mom!?" He cracked, "W-what're you doing here?"

June smiled and started up the ramp, "Well, I got off work early today, my errands are done, and all I'd have left to do is watch television at home. So I decided to pay a visit. I hope I'm not intruding."

Jack blinked a few times before coughing awkwardly. Arcee raised a brow at him while Jack rubbed the back of his head and avoided making eye contact with his mom, "N-no, it's fine… Just that, well… Arcee and I were planning on doing some basic field tests today, and Miko was going dune crashing with Bulkhead…"

Realization slowly spread over June's face, "Oh, I see…"

"Yeah…"

Miko and Raf slowly backed up from the two of them. Jack gave another awkward cough, "You can still… hang around if you want, I guess…"

June gave a half hearted smile, "Sure. Maybe Ratchet and I can exchange doctors notes again."

Jack smiled in return, "Sounds great… Um…"

"Go, go." June shooed him off, "You have tests to run, go run them!"

"Thanks." he whispered, and ran off down stairs. Miko trailed him and went up to Bulkhead, while Arcee looked down at Jack when he reached the floor.

The four walked off while June leaned against the railing and let out a small sigh. Really, she should've seen that coming. She was still his mother after all, and what teenager would want to spend time with their mother?

Directly across from the platform June stood on, was a long and wide circular tunnel, with a long glass road and rings spaced out at even intervals along the corridor. At his terminal, Ratchet's large metal servos flew over the keyboard. But a moment later, a large swirling green vortex appeared in the center of the tunnel, looking like a blazing sun of green and white. Every time June saw it, she couldn't help but be awed.

"I'll call you when I'm done!" Jack called back up.

June smiled and waved at him until the four of them were gone. When they vanished, June slumped back onto the rail. Today was a rather depressing day for the poor old woman.

There was a tug on her shirt, and June looked behind her to see Raf standing there, "Y-you know Mrs. Darby, Bee and I were working on my R/C car… you could help if you wanted to."

June's smile grew a little larger at that while she resisted the urge to go 'aww'. Raf was always such a caring little boy, he reminded June a lot of Jack when he was younger. With that said though.

"I appreciate the gesture Raf, but I'm not exactly all that good with machinery. I'm just as liable to make your car blow up as I am to fix it. Still, thank you."

Raf smiled and nodded, then walked back up to Bumblebee, who was holding a small little R/C car in hand and pointing at it. But while Raf and Bee were busy with that, June heard familiar booming footsteps. She turned towards one of the three halls and saw Optimus entering the man section of the base.

The towering Prime's armor gleamed with fresh paint, recently applied after the Autobots managed to rescue him from the Decepticons after he suffered a nasty case of amnesia. Now, his armor shone like new, his systems were functioning at a full 100%, and he seemed healthier than he had in a few weeks.

It was a major relief to everyone, even June. She might not know the bots as well as the others, but even she knew how important Optimus was to them, and how much of a blow losing him would've been.

"Nurse Darby." he greeted with a nod of his head.

"Optimus." she replied. That seemed to be the standard way to greet the large Prime.

Said Prime briefly scanned the area around June and frowned, "I do not mean to cause offense, but why are you here? I do not see Jackson, or Arcee."

June let out a tired sigh, "Well, they were here earlier. I stopped by just to spend some time around the base, I don't have a lot to do at home… But Jack and Miko went off with their guardians for field testing and 'dune bashing' as Miko calls it."

Optimus gave a nod, "I see…" a thoughtful expression passed over his faceplate for a moment, making June raise a brow. It wasn't often one saw the Prime visibly thinking like that. So June was a touch curious at what could be cooking in that large metal processor of yours.

"If you have nothing to do," Optimus said, "Perhaps you would like to accompany me on a mission of my own. Your government has been working on a top secret military grade orbital telescope in order to possibly find and triangulate the position of the Decepticon warship. They have detected an anomaly and wish for a second opinion."

"And you want… me, to come with you?" June asked, a bit suspicious, but very flattered as well.

Optimus nodded, "Unless you have other needs to attend to-"

"No no no!" June quickly interrupted, "I'd be glad to tag along!"

A chance to see a top secret military installation? Another one? Come on, June was many things, but she was not stupid.

A ghost of a smile passed over Optimus' faceplate, before he turned to Ratchet, "A bridge please." he ordered.

The medic nodded and quickly activated the Ground Bridge once again. June quickly ran downstairs in time to see Optimus transform into his large Peterbuilt semi-truck alternate mode. His driver side door clicked open for June.

Smiling to herself, June hopped into the leather lined cabin. She took extra care when actually buckling up though. Since the cabin was technically Optimus, June didn't want to be rude and either irritate the Prime, or damage the interior.

The door shut on its own, and June felt and heard Primes engine rumble to life. June sank into the soft leather seat and watched as the Ground Bridge loomed over head. Then, they passed through it and emerged into a starry night.

Trees soared into the sky, blocking out the beautiful clear sky, and its many twinkling crystalline stars. June was in awe at the sight while Optimus' chassis rumbled over the dirt road. Sure, June hadn't spent all her life living in the desert, but she'd never really been in a _real _forest before. Coupled with the crystal clear sky, and June was at a loss for words.

"Are you well, Mrs. Darby?" Optimus's voice rumbled through the cabin speakers with a note of concern.

June blinked and then smiled at the dash, "I'm fine Optimus, thank you for the concern. I've just never seen the sky so clear before… If you don't mind me asking, where are we exactly?"

One of the screens on Optimus's dash lit up, displaying a digital globe of Earth. It quickly rotated and centered in on the northwestern section of the United States, "We are located in the area known as 'Washington State' to your government."

"Ah." June looked out his window at the trees passing them by, "That explains all the big redwoods."

"Indeed." Optimus agreed, "The location is far from most city lights, allowing a clearer and sharper view of the night sky."

The duo continued up the road, which slowly became steeper as the drive went on. They were heading up a large mountain, and after about ten minutes of sitting in his cabin, June felt Optimus start to slow. A glimmer of light was visible through the tree line, a brief flash, before Optimus turned and the observatory came into view.

Once again, June was in awe.

This was not your standard white painted, egg shaped observatory. This was a massive structure, built more like a bunker than an actual observatory. June could see several large dishes on top of the facility, and saw the industrial lights that lit it up like a Christmas tree.

To the side, she saw a sheer drop off the mountain, and realize the building was likely being held up by large underside supports. The supports atop the building helped with that theory. In short, the observatory looked more like a military base than an actual observatory.

"Wow." June murmured, eyes wide.

Optimus quietly pulled into the vehicle lot, where June saw a single Humvee parked. They came to a stop in front of a large door that was just large enough for Optimus to walk into, if he ducked his head. A tall blonde woman dressed in a loose fitting air force uniform stood in front of the door, with the strict posture that all military types seemed to have.

There was a click as Optimus's door popped open, and June hopped out onto the parking lot. The blonde woman looked to June, "I'm… going to guess you're not Optimus?" she deadpanned.

June smiled, "Um, no. I'm not. He's the truck."

She jerked a thumb at the truck. All the panels along its chassis broke apart and Optimus slowly rose up. Then he knelt back down in front of the military woman, who looked… well, dumfounded at the sight of him.

"I am Optimus Prime, leader of the Autobots." he greeted, "And you are?"

The woman blinked once, before managing to find her composure, "Major Carol Danvers of the US Airforce… sir." she gave half a salute.

"Major Danvers," Optimus nodded, "It is a pleasure to meet you, but I believe that we must skip the formalities for the moment, correct?"

Carol dropped her salute, "Skip right to business, eh? Yes, that'd be correct. You probably already know we've detected an anomaly, and I was hoping you could help shed some light on what it is."

"I will attempt to answer whatever questions you may have, Major." Optimus assured her.

A relieved look spread over Carols face for a moment, "Well, that's good to hear. If you'd just follow me."

The massive doors behind her slowly rumbled back into the structure, and Carol started into the building. Optimus followed, with June right behind him. And the inside of the facility was just as amazing as the outside, filled with tech and computers that made June's head spin.

To imagine that her son bringing a motorcycle home would let her see things like this, almost made her regret grounding him all those weeks ago. Almost.

The trio soon entered a large room filled to the brim with various computers and terminals strangely empty. A large panel of glass stretched along the ceiling, letting June see out into the starry sky. On a distant mountaintop, she saw another large radar dish pointed at the sky, outlined against the dark night.

On the far wall, there was a large series of monitors with several terminals stationed in front of it. On the opposite wall, was a large vase looking structure, though June didn't know what it was. One of the terminals in front of the monitor was occupied by a man in a military uniform. Carol walked up next to the man, who stood up and turned around.

"This is our lead researcher, Dr. Philip Lawson." she introduced the tall man.

He was well built with dark black hair and incredible green eyes. When he saw Optimus, his head craned back and his eyes went wide, "It's a… pleasure to meet you, Optimus Prime. I've heard a lot about you."

Optimus gave a nod in response, "The pleasure is mine, doctor. Though, what is this anomaly?"

Carol looked up at the screen, "This is it, right there. We're linked to an orbital satellite, and it spotted the object a few days ago. The original team here thought it was a comet at first, but it was moving faster than anything we'd ever seen. We're trying to get a better look at it."

On the screen, a small but fast moving speck was visible, speeding through the stars. Optimus frowned while Dr. Lawson sat back down, "Live feed from the telescope is coming in right now."

The image zoomed in on a large purple ball of energy rocketing forward. June's eyes went wide, "This is live?" she muttered.

Lawson and Carol looked back at her and she winced, "Sorry… I'll be quiet." she didn't want to interfere with their work.

Carol gave a small smile at the woman, while Lawson nodded and looked up at Optimus, who was still frowning, "The data stream is on the left, Optimus."

Optimus knelt down and rubbed his chin in thought, "What is your personal theory on this, Major?"

"I…" Carol narrowed her eyes, "Think its extra-terrestial. But since I'm not a fan of everyone thinking I'm crazy, I… wanted an expert opinion… no offense."

A ghost of a smile spread over Primes faceplate, while June crossed her arms, "More aliens? Isn't the world crazy enough as is?"

A bemused look appeared on Carol's face, while Optimus spoke up, "The composition appears non-organic in nature, many unknown to both my and your kind. It is not Decepticon in origin, but there is no suggestion of biological life, let alone intelligence."

The large ball of purple suddenly veered backwards off screen, vanishing from view in a flash of light,. Then it reappeared in the view screen, rapidly increasing in size. Slow realization dawned on Optimus's faceplate.

"It…turned?" June murmured, "Is it…"

"Coming right for us." Carol finished. The purple object became blindingly bright, filling the room with its purple glow.

Everyone covered their eyes and optics, shielding them from the fierce light. There was a sound of static, and the light suddenly died. Upon looking back at the screen, only static was visible.

"That's not good." Carol said.

The purple glow returned. Everyone looked up, "That is worse." Optimus boomed.

The streak of purple went flying by overhead, streaking through the air and crashing into the distant radio tower. The entire dish exploded into fire and shrapnel, the shockwave rocking the station. June stumbled back onto her rear while the lights flickered on and off. The purple object vanished into the distance, before crashing into the ground. A moment later, smoke began rising into the sky.

The lights at base stabilized, and the Doctor got to work restoring the visual feed on the view screen. Several static filled images appeared and he frowned , "Philip, what's happening?" Carol demanded.

"One of the radar towers went offline. It caused a surge, which blew back into our systems." he explained, "I'm trying to reroute power."

"Offline? You mean exploded." June deadpanned.

"Whatever impacted the dish, just made earth fall." Optimus added, "At my estimation, roughly 3 and a quarter miles from the observatory."

Carol crossed her arms, "Well that's a pretty big coincidence." and she walked off to the far wall.

June looked up at Optimus, "We're not under attack or something, are we?"

Optimus gave her a reassuring smile, "I would not believe so, Nurse Darby."

"I would." They looked back to see Carol holding a rifle in hand with a large grin on her face, "Who's up for a little first contact?"

June paled and Lawson's eyes narrowed. Optimus merely nodded. It was time to investigate their mysterious visitor.

* * *

><p>Roughly five minutes later, June suddenly found herself in a large humvee off-roading towards a potential alien crash site with Carol while Optimus barreled on ahead of them. The reason she was being dragged along at all was in case someone had been hurt by the impact.<p>

It was a slim chance, but Optimus was hardly one for taking chances. And with Danvers as the highest ranked military officer around at the moment, she was technically the current representative of the human race, if the crash site turned out to hold a peaceful alien. Again, just in case.

But while they drove over the bumpy roads, Carol struck up a friendly chat with June, "So, June, is it? How'd a gal like you wind up with the Autobots?"

June jerked in her seat from the uneven terrain, before grabbing the dash and holding herself there, "O-oh, you know… Son brought home a motorcycle, it turned out to be a twenty foot tall alien robot woman. Who knew?"

Carol chuckled behind clenched teeth, the road was getting very bumpy, "So it was all an accident then?"

"More or less." June shrugged, "My son kind of got roped into the whole thing. I didn't find out until about two months later when I was abducted and held prisoner by one of the Decepticons."

"Ouch." Carol winced, "Must've been a hell of a day for you."

June shuddered, remembering the spider-bots gleeful faceplate of sadism and pain. She still had nightmares, and they refused to leave her alone.

She looked at Carol with a weak smile, "That's putting it lightly… But besides that, I'm really just your average single mom and nurse."

"So except for being in an intergalactic alien war, you're perfectly normal?"

June raised a brow while Carol grinned innocently, "That sarcasm come with the rank?"

"Standard issue training." Carol replied.

Both women shared a soft laugh between that, before a heavy ditch made them nearly hit the dashboard face first. June rubbed her forehead and grumbled angrily to herself. Up ahead, Optimus's brake lights flared red, and he came to a stop. Carol pulled up next to him and both women hopped out of the humvee.

Optimus transformed and Carol grabbed her rifle, walking up next to him, where he stood over a large crater. A few trees had been burned away from the impact, but the crater itself was nothing more than glimmering shattered glass. June let out a sigh of relief while Carol lowered her rifle.

"Well, that's kind of disappointing." She admitted.

"Maybe it broke up when it landed?" June suggested.

Optimus frowned and knelt down at the edge of the crater, "Doubtful. While the meteorite lacked any biological component, in order for a crater of this size to have been formed, it would require an object of significant mass and durability."

June gave a slow nod and looked around at the surrounding forest. The lights from the humvee illuminated most of the area, casting long and twisted shadows around the crater. June looked up at the forest again and noticed how quiet it was. But as she looked, there was a brief glimmer of green that caught her eyes. And then it was gone.

"Um…" June took a nervous step back, "Optimus, maybe we should call in the other Autobots…"

"For what?" Carol asked.

Optimus looked at the ground and noticed a large imprint in the ground. He ran his servo over it, and frowned. The ground was hard packed, as though a great amount of weight had been pressed into it…

Optimus let out a thoughtful hum, catching Carol's attention, "Optimus, what is it?"

"Something is here." the Prime replied, "We should keep moving."

A branch suddenly snapped in the distance. Carol's rifle went up and she fired a three round burst into the brush. Optimus shifted his servo into a large blaster while June scooted back towards the humvee. But, when nothing responded to Carols shot, everyone let out a unanimous sigh of relief.

But Optimus was still confused. It might have been an animal to break that branch, but he knew there was something in the forest. Something very large…

A low hum made his audio receptors buzz a warning to him. And it was only through years of combat experience that Optimus was able to identify what it was, and react to it accordingly.

"Get down!" he roared, and covered Carol and June with his imposing frame, right as a bolt of green energy slammed into his back and scorched his armor plating.

"What was that!?" June yelped.

Optimus scooped the two humans up and jumped away. Another blast of green energy superheated the spot where he'd been standing a moment ago. Bits of superheated rock pelted Prime's chassis, but he was unharmed besides that.

He narrowed his optics as the forest went calm again, "I believe that was our visitor." he replied.

His flicked to the humvee, and then to the surrounding forest. Optimus could handle whoever was attacking him, but not with Carol and June around. Very cautiously, he lowered them from his servos.

"Take the car, return to the facility and contact the military." he ordered.

Carol gave a nod and shouldered her rifle, "Come on June."

The woman spared Optimus a look, before running after Carol towards the humvee. As they ran, Optimus reached for the ground and took a handful of dirt in his servo. His optics drifted across the forest again, trying to pick up any sign of his mysterious attacker. At first he saw nothing, only trees and bushes…

But a twinkle of green light caught the Prime's optics. He rolled to the side in time to avoid a blast of emerald energy, and flung his handful of dirt in his attackers general direction. At that time, June reached the humvee and turned around to see the dirt land on… something. Something very big, possibly as big as Optimus.

"Carol… what is that?" June murmured.

Carol flung her rifle in the back, "I have no idea…"

Optimus shifted both his servos into blasters, and aimed them at the dirt coated figure. In response, two orbs of green began to glow. And following that, a low loud horn echoed through the area. At least it sounded like a horn, but alien and… strange.

June and Carol held their ears as it got louder and louder. Optimus's optics narrowed and his battlemask slid shut with a definitive 'shink!'. Whatever this creature was, it was not going to harm June nor Carol.

"Carol…" June said, "I think we should go!"

Carol swallowed nervously, "Yeah, good idea!"

And at that moment, the figure walked forward into the headlights. The dirt on its body sliding off while it slowly became visible. June and Carol slowly stopped and felt their eyes widen in amazement.

The figure was as tall as Optimus, but looked nothing like him. It was covered in smooth plates of metal, with thin silvery limbs sprouting from a long and narrow torso. It's shoulders were large and bulbous, with a cylindrical head and two glowing green eyes. Along its shoulders and the center of its chest, were two glowing green orbs that gently pulsed with every step it took.

The machine came to a stop in front of Optimus, with its arms hanging from its side, "Okay, in we go!" Carol hopped into the humvee with June and turned it on.

The engine rumbled to life and Carol immediately shifted into reverse. The tires spun and flung dirt everywhere, before finding purchase and sling-shoting them backwards. June yelped and grabbed onto her seat until her knuckles turned white. Carol grit her teeth and shifted into first gear. The humvee lurched forward and started back up the mountain towards the observatory.

June spared a single glance over her shoulder, in time to see Optimus and the giant alien robot collide into each other. The ground shook and beams of green energy arched from its optics into the air… then they vanished behind a tree.

Looking back ahead, June tried to stop her shaking while Carol focused on the road ahead. Her headlights barely provided enough illumination for them to find their way. There was no Optimus to guide them this time, so Carol had to wing it. What followed was several minutes of terrifying driving through a near empty mountainside in the middle of the night.

All the while, June was starting to wish she'd stayed at base. Sure, seeing the observatory was cool and all, but the giant killer alien robot? Not so cool.

Luckily, they managed to get to the observatory without too much issue. Carol pretty much came to a screaming halt in the parking lot, and they both jumped out of the car, "Come on!" Carol ran in with June right behind her.

They both emerged into the main facility to see Lawson sanding there, looking at his wrist for some reason, "Philip!" the doc's head jerked up towards Carol.

"We're evacuating, you better clear out! We've got a big problem." June and Carol came to a stop, with June trying to catch her breath.

"I need to start doing those morning runs again." she gasped.

Lawson arched a brow at Carol, "What kind of problem?" then gasped.

Carol and June turned around towards the ceiling, in time to see Optimus _falling _towards the observatory. Everyone yelled and ran towards the opposite wall, right as the ceiling of glass shattered and Optimus crashed down into the floor below. His optics were shut and he lay there unconscious, for the moment.

The humans looked back up where he'd come crashing in from, and saw the drone slowly descending from the sky. Pillars of flame supported it as it descended into the main observatory and landed in front of the unconscious Prime.

"Ah, never mind." Lawson deadpanned.

Carol grabbed her rifle off her shoulder and started firing on the machine while she backed away. The machines cylinder shaped head rotated towards her and began walking towards the three humans, shaking the earth with each step.

"June, get back!" Carol ordered.

June stumbled away from the wall behind Carol, who kept firing at the machine, "Go, both of you!" Carol yelled, "I'll cover you!"

The machine came to a halt while the bullets harmlessly bounced off of its steel hide. Then, its head rotated towards the far wall. June followed its gaze, as did Lawson, to see several electric breakers attached to the wall… As well as a large generator attached to them.

Its emerald optics lit up and streaked towards the generator. Luckily, Optimus had recovered by then, and grabbed the drone by the head, wrenching it to the side. The blast missed the generator and hit the breakers instead. There was a moment of sparking and smoking…

Carol went wide eyed and dove for cover. June was left standing in the open, only having a moment to register what was happening. Then the wall exploded outwards… and Lawson managed to put himself between June and the explosion, using his larger form to shield her from the blast.

June clenched her eyes tight as the sound and smoke engulfed them both. She could feel the heat and force of the explosion, before it just… Vanished. The heat was gone, and the force faded away, while her entire body felt cool and protected. Then, fire returned to June's body and her eyes snapped open in pain for the briefest of moments.

When they did, she saw Lawson over her. And his entire body was flickering in and out between the tall pale skinned man to… something else. June wasn't sure what, but she was fairly sure she was dying at this point. Because a field of bright green energy surrounded them both, flickering like fire and seemingly protecting them.

Meanwhile, Optimus wrestled with the machine while it's energy beam tore into the observatory. Sparks flew, walls were lit aflame, and general chaos engulfed the base. It was only after it cut a good hole into the ceiling, that the machines lasers shut off. Immediately, it's head rotated a full 180 degrees to face Optimus.

The Prime had but a moment to react, before the machine blasted him point blank in the faceplate. Optimus yelled in pain and stumbled back, hitting the nearby wall and cradling his injured face. The machines optics glowed menacingly as its shadow fell over the blinded Prime…

Only for a blast of green energy to splash against its chest. The machines head rotated back towards the source of the energy. There, it saw what had once been Lawson standing over a very delirious looking June.

But this was not Lawson. This figure that replaced him was as tall and well built as the doctor, but he was covered in a strange alien armor, with a green under armor and white plating covering his chest, shoulders, forearms, and legs. A helmet covered his head and his face was green too, as were his eyes.

In his hands, was a smoking blaster, which melded back into his forearm. By this time, Carol got back up and blinked the shoot out of her eyes to see the strange man standing over June. June herself was just as stunned as Carol.

"Lawson?" she muttered in disbelief.

"Everyone, stay down." the former Lawson ordered.

June rubbed her forehead, "Why are you…blue?"

The machine ignored Optimus, who was blinking to clear his optics, and marched towards the man. Lawson stood, unafraid of the machine, "I am Getterus Hailus Son Mar-Ve'l. Commander of the Kree Voy Science Navy. Deactivate all weapons and shut down, this is a direct order."

It looked passed this 'Mar-Vell' at the generator behind him, **"Order, not acknowledged."** it rasped in a distorted and synthetic voice.

Carol looked at the generator with wide eyes, "Lawson, the power core!"

Mar-Vell followed her gaze, and immediately went into action. He scooped June up in his arms and seemed to _fly _across the ground towards Carol, grabbing her as well. When he did, the machine fired a blast of energy at the power core, causing it to immediately detonate. The following surge of energy caused the entire observatory to begin overloading.

Explosions ripped through the base, fire engulfed the structure, and the radio telescopes atop it groaned and began to collapse. Mar-Vell shot out of the cloud of fire and death, with Optimus leaping out after him.

Both landed out front in the parking lot, as a final explosion rocked the base and made the entire structure go up in smoke. The four shielded their eyes from the explosion, until it died down… Leaving only a flaming wreckage in its wake.

Optimus let out a tired sigh and looked at Mar-Vell, who was holding June in his arms, while Carol had her arm around his neck. All three had landed on the ground, and June was still staring at him with a confused expression.

Carol though, scowled at him, "All this time, you've been an alien?" she growled.

Mar-Vell blinked at Carol and sighed. He gave June a brief look, "Can you stand?"

June silently nodded. Her mind was pretty much empty at this point, as she had no idea how to react to this… So she just remained silent. Mar-Vell gently set June down and turned to Carol, with a rather guilty look on his face.

"Yes, I am… The story is long and complicated Carol, and when we get to somewhere safe, I will explain everything." he promised.

Which wasn't good enough for Carol, "Oh no you don't! You're explaining now mister! I've worked with you for months, and you've been lying this whole time?"

Mar-Vell seemed to pale (Which meant he turned a funny shade of lime green) and backed up, "Now Carol, please, this is hardly the time to-"

"Hardly the time!? I-"

"He's right." Optimus interrupted.

Carol froze mid rant and gawked at Optimus, "What!?"

The Prime sighed, "There are far too many questions to be answered right now, Major Danvers. At the moment, time is needed to regroup."

He looked down at June, who wiped at her forehead, but managed a tired smile at Optimus, "And to send others home. When that is done, I am certain Commander Mar-Vell will be happy to tell us all that he knows, and how it related to this… machine."

Carol grit her teeth, "Fine. But when that's done, you're going to explain everything, got it 'Commander'?"

Mar-Vell nodded, "I'll answer any questions you have Carol. It's the least I could do."

From the side, June sighed and rubbed her temples. Not only did her entire body hurt, but now she was privy to a lovers dispute. Fun.

She looked back up to Optimus, "I'm ready to go home now Optimus… thanks for bringing me out."

Optimus managed a smile at June and nodded, "I'll call a bridge for you."

* * *

><p>By the time June got home, she stumbled into her room, gasping for breath and grabbing at her body. When Optimus had her bridged back to base, her body had started to hurt again, but she had put that up to the bridge itself. The second time back into her house though… June felt like her entire body was tearing itself apart.<p>

It felt like fire was racing through her veins, every muscle on her body was sore, her skin felt tight, and her bones felt fractured. Everything hurt, and to top off this conga line of pain, she felt nauseous too.

In fact, standing in her room, gasping for breath, June's eyes fell on the bathroom attached to her room, one of two in the house. The taste of bile was strong at the back of her throat, and June swallowed tiredly.

And even though her legs hurt like hell, she managed to stumble over to the bathroom, and more specifically, the toilet, just in time to empty her contents into it. She vomited long and hard, each time hurting more than the last. Repeatedly she heaved until she had nothing left to heave, and was left leaning over the toilet, gagging and half crying.

There was nothing left to give, and yet she kept on trying to. Tears trailed down her face and June started sobbing between the dry heaves, wanting nothing more than for the pain to stop. It didn't. Not entirely.

To her relief, the dry heaves stopped, but the pain only got worse. June pushed herself off the toilet and half stumbled half crawled back into her room. She made it to the edge of the bed, before falling forward and catching the sheet. Her fingers tightened around the sheet and yanked it off the bed onto her, where June rolled onto her side and curled up into a fetal position.

And it was there, feeling half dead, tears in her eyes, and lying on the floor, that June fell into a restless sleep, plagued with painful nightmares and midnight terrors of screaming pain…

* * *

><p>When June finally awoke, her eyes snapped open and she gasped for air, her chest heaving and her eyes wide. After a night of pain and suffering, she'd expected the pain to come right back when she woke up. Only it didn't, in fact, the opposite happened. She felt… good.<p>

No, not good, _great_!

All the pain and nausea that had plagued her was gone. She felt like she'd just had the greatest sleep of her life, multiplied by a factor of ten! It left her wondering what had caused so much pain in the first place, but that thought was quickly shoved aside for a more important one.

She was better now!

June finally caught her breath and let out a sigh of relief, leaning back down on the floor. When she did that, her eyes shot open in shock.

"No…"

There was no way… she was just imagining things. June swallowed and let out a shuddering breath. Then, she lowered one of her arms, expecting to feel the ground beneath it. Instead, her fingers didn't touch anything. Nothing but air.

That sent her mind racing as she tried to figure out why, why she couldn't feel the ground beneath her, even though she felt some sort of presence underneath her. June clenched her eyes and looked 'down' where the floor would be.

When they opened back up, she saw the floor and her bed a good three feet below her… while she floated above them all.

June immediately screamed in shock.

Then she fell from the air onto the floor with a low thud.

"…Ow…"

**A/N: It's finally here, after a month of waiting, the marvel story is here! And honestly, who was that surprised that it would focus on June, eh? No one? I figured.**

**Well, anyway, I apologize for taking so long to update, as I've said before, life is busy. I think I need to stop putting out dates of when I will be done, since I haven't met a day I've set in months. Just giving you guys false hope.**

**But with that said, I do hope you guys enjoyed the chapter. And make sure to send guesses about which Marvel hero I'm using, and let me know if you want me to cover the machines defeat (Which is based off Avengers: Earth's Mightiest Heroes) or just want me to summarize what happens while June learns about her abilities.**

**Otherwise, review and let me know how I did guys, if the first chapter was good, or a monumental failure. Also, remember to PM me with questions! **

**Bye!**


	2. Chapter 2

Chapter 2: Discovery

"Ow…" June rubbed her head lying on the floor, feeling very confused.

She'd just been levitating a good six feet off the floor, nothing holding her up! That wasn't possible, sure June had seen a lot of strange things, but that… That was just too much for the poor mother.

June pulled herself up sitting against side of her bed and swallowed to wet her dry throat. Her mind was racing while she tried to figure out how, or why, she somehow managed to hover in the air. She knew it couldn't possibly be Cybertronian related, because no one else she knew seemed to be spontaneously flying and they'd spent a much longer time around them than she did.

The only option she could think of was the events of the previous night. That night, she'd been shot at, caught in an explosion, and rescued by a very strange looking blue green man. At that, June paused and the gears began to work. Mar-Vell had rescued her, and June knew she saw a green field of energy surrounding them. Maybe that somehow-

A frantic knock at the door interrupted June's train of thought, and made her jump, "Mom!? You alright?"

It was Jack, he must've returned home while June was asleep. June stared at the door silently for a brief moment, mentally debating whether or not to bring up what just happened… And quickly decided against it.

"I-I'm fine Jack." She lied, "Just a bad dream."

She heard a sigh of relief from the other side of the door and smiled proudly, "Okay… you sure you're okay though?"

June spared a look at her hands and flexed them experimentally. Despite her shock, she still felt like a million bucks. Her stomach grumbled at that exact moment, making June blink. She might feel incredible, but she was still hungry.

"Yes, I'm sure honey." June assured him, "Just a little hungry. Can you get started on breakfast?"

Jack was silent for a moment and June frowned, "Jack?"

"Mom… it's 12:30 PM…"

June's throat went dry, "…What?"

She knew she'd come home rather late, but to have slept all the way into the afternoon, that was just way too much. There was something seriously up, and June had a feeling it was related to that energy field from Mar-Vell-

"Yeah, I got home about an hour ago, and you were still asleep." Jack interrupted her train of thought again, "Must've been a crazier night than Optimus told us."

June winced, "You heard about that?"

"The whole base knows mom." Jack admitted.

"Great…" June groaned, and rubbed her temples. For some reason, the idea of them knowing about her little escapade with Optimus felt… scandalous? June wasn't sure.

What she was sure of though, was that she was hungry, "Alright…. Well can you start on lunch then honey? I'll be out in a few minutes."

Jack was silent for a moment, more than likely debating if leaving his mother alone after her scream was a good idea. After a second of waiting though, she heard that all too familiar sigh from Jack.

"Yeah, sure… I'll see what I can do."

June smiled, "Thank you Jack."

He muttered a 'you're welcome' and June heard him walk off. When she was sure he was gone, she immediately let her head fall back onto the bed, and groaned rather loudly.

"Twelve hours… I've never slept in that late before…" she grumbled. Whatever was happening to her, had quite a big effect on the woman it seemed. Though the whole flying thing was sort of a big giveaway.

June shook her head, "Figure this out later June. Food first…" her stomach grumbled again in agreement.

With a grunt, June quickly got to her feet and was immediately overwhelmed with a flash of vertigo. Then she fell right onto the bed with a thud, holding her head and blinking rapidly to clear her vision.

"What…" that didn't happen, not normally…

June looked down at herself for the first time since she woke up, and her jaw promptly hit the floor in amazement. During her sickness the night before, June had had no time to shower or change her clothes, so she was wearing her nurse scrubs from the night before. They were a simple beige pants and jacket with an aqua green shirt underneath.

Normally, they fit perfectly on her admittedly thin body. But now? It looked like they were a size too small. She could easily see her ankles peeking out from her pants, the cuffs of her jacket tight around her forearms, and most embarrassingly, her mid rift painfully obvious, though that was due to another…. odd change.

June stared at her chest, "When did I go up a cup size!?"

She'd always been a solid B-cup before. But now, after whatever had caused her unexpected growth spurt had led to her changing to a full C-cup. Her shirt was now painfully tight against her chest, and that was why her mid-riff was so easily exposed.

Face burning red, June tugged her shirt down hard. The result was a loud rip, followed by the hem of her shirt coming right off in her hands. June just stared at the torn piece of cloth in shock, her face about as red as an apple at this point.

She tossed the cloth aside and sighed, "How am I going to explain this to Jack?"

Lord knew how her son would react to this sudden physical change. June's hands tightened for a moment, and she took in a deep breath. Then, she stood up, and walked over to her closet. Now that she knew about her height increase, she found that walking wasn't any harder than before, like she was adapting to the change.

June opened her closet and began shifting through the various shirts, pants and other materials for something that would fit her better. It was fairly obvious to her at this point that she'd have to go out shopping and buy new clothes, but if she remembered correctly, she had a set of clothes that were too big for her already. An old Christmas gift she'd never gotten around to returning, if memory served.

"Ah-ha! There you are!" she said triumphantly, and pulled out a red T-shirt and pair of jeans. They'd been too large for her when she received them, but with these new, odd physical changes, that might not be such a bad thing. They'd at least be more comfortable than what she was wearing at the moment.

June tucked them under one arm and walked into her bathroom, shutting the door behind her and setting her clothes on the counter. She looked at her ruined nursing garb that she wore, and sighed. She'd have to go and get a new larger size now, if this growth spurt was a permanent thing.

"First levitating, now this…" she grumbled, "What else could happen?"

She knew for a fact that these changes weren't caused by her, and now that she wasn't having her train of thought constantly interrupted, she was left to her own devices to figure out what had caused it. June leaned on the counter and wiped a bit of sweat off her forehead. She knew that after the attack on the observatory she'd felt fine. It wasn't until the second ground bridge back home that she felt like her insides were trying to fight their way through to the outside.

To June, that meant at least part of her change was based around the ground bridge. But she'd used it dozens of times before, so what was different this time? June wracked her mind, trying to remember whatever else could have caused these changes, when it hit her.

"Of course…"

Back at the observatory, that explosion from the generator would have killed her. Except Captain Mar-Vell had saved her with that odd green glowing aura, which meant that… Which meant that, something from that aura must have had a delayed affect on her.

June stood up and awkwardly crossed her arms over her chest, "So, maybe there was some sort of… residual energy from that… and when I passed through the ground bridge, since it molecularly transports me… it must have merged with me somehow…"

Her reflection stared back at her, as if to say 'that's completely ridiculous'. June frowned, "It's the only logical explanation I have though… Not sure why it turned me into a…"

And for the first time, June _really _looked at herself in the mirror… and felt her jaw drop, "Holy crap… I'm _hot_!"

Which was… true, all things considered. June was taller now, her bust size had increase, and she looked curvier. Her face was still the same (Thankfully) but she had the body of a super-model! Trembling slightly, out of excitement or fear she wasn't sure, June stripped off her ruined shirt and tossed it aside.

Again, her jaw dropped, something that was becoming a bit of a habit for her it seemed. Though she had good reason. While her bra looked about ready to snap from her enlarged chest, June's entire physical form had changed. Yes, she was curvier, but she could see it was in a physically fit kinda way. All the little extra bits of fat on her stomach and arms were gone, replaced with hard packed muscle.

June poked her stomach, "…I have a six pack."

She flexed her stomach, and the muscle was painfully apparent. June chuckled to herself, "Five years of dieting and gym work outs did nothing. One explosion later, and I'm a supermodel athlete!"

Seriously, if she ever saw Mar-Vell again, she'd have to thank him! After finding out what the hell he'd done to her first, of course. But, thinking about the odd, blue, alien man made June jump in place.

"Oh, right… Jack was going to explain that to me." She stared at herself in the mirror, the woman that was her, but not her… and a slow realization fell over her.

"Jack… can't know about this…" June realized. As old and responsible as Jack was, she didn't want him getting involved with… whatever was wrong with her. She wanted to figure it out first, understand why she had started changing. Jack had his own issues to deal with regarding the Autobots, he didn't need this on his plate too.

Her stomach growled at her, and June smiled "Just don't tell Jack. That's all. Get lunch and keep this to yourself..."

With her course of action decided on, June quickly stripped off the rest of her ill-fitting clothes and tried on the larger set. They didn't fit perfectly, they were a little tight… But compared to her nursing scrubs, it was a night and day comparison. Not everything fit perfectly of course, but her midriff was covered, her pants fit, and her chest wasn't struggling to burst out of her shirt.

"Good enough for now." she muttered, smoothing her shirt and exiting the bathroom. She left her bedroom behind and walked towards the kitchen.

Immediately she was assaulted by the smell of Jack… trying to cook. And the sound of him panicked and flailing about desperately, "Wait, no that's not- scrap!" followed by the sound of pans crashing and him letting out a storm of curses.

June giggled to herself, and snuck into the kitchen, peaking her head around the corner to see Jack bent over trying to clean up a mess of liquids and half crushed bread off the floor. The counters were covered in various cooking utensils, the stove was sizzling with some burnt substance of unknown origin, and his hair was a wreck.

"Well, that's not what I was expecting…" she muttered, just loud enough for him to hear.

Jack went stock still, and slowly turned around to see June standing next to the fridge with an amused smile, "M-mom!" he yelped, "Thi-this isn't as bad as it looks, I swear!"

June looked over the kitchen with a raised brow, "Oh, is that so?"

"Well…" Jack scratched the back of his head, which made his hair stick up even more, "I… okay… it's as bad as it looks."

June chuckled and walked into the kitchen, "Yeah, it is. Maybe I should've made lunch instead."

Jack blinked a few times and hung his head, "…That would've been nice."

"Yes, it would've." June patted his head and noticed that she was even taller than him than before, a good head higher… Though he didn't seem to notice, thankfully.

June walked over to the stove and shut it off before something caught fire. Then she turned back to Jack with her hands on her hips, "So how about we clean up the kitchen, then I'll whip something up real quick?"

Jack sighed, "Okay, fair enough."

Smiling, June let Jack get back to cleaning his mess off the floor while she focused on cleaning the counters. Working together, the process was surprisingly fast and easy, taking the two only about ten minutes to fix the mess Jack had managed to make. June made a mental note to teach him how to cook for himself sometime in the future. At the moment though, she focused on starting up a simple lunch, even for them. Specifically, sandwiches', which Jack hungrily bit into.

June leaned back against the counter and nibbled on her own sandwich. She was hungry of course, but there were more pressing matters to focus on, "So…" she started.

Jack swallowed a bite and looked at her curiously, "Hmm?"

"What did I miss last night?" June asked.

He blinked once, "Right, that." he set his sandwich down and rubbed his head, "Well, I wasn't there for the whole thing, but apparently that guy that saved you, Mar-Vel? He's an alien called a Kree from the 'Kree Empire'. A scientist, I think."

June raised a brow, "Scientist?" he sure had a lot of armor and tech for a scientist.

Jack nodded, "Yeah, a xenobiologist. Apparently he came to Earth to study us for his empire. That drone that attacked the observatory he was at was _from _the Kree Empire too."

June frowned, but let Jack continue, "It was some sort of scouting drone, like it would come to a planet and see how dangerous the natives were. If they weren't a threat, it moved on… And if they were, it would 'remove' the problem."

"You mean destroy it?" June deadpanned.

Another nod, "Yeah. And apparently whatever Optimus had done to it, convinced it to go with the second option… Which involved a planet buster."

June's eyes tripled in size, "You're serious?" the idea of a weapon being able to destroy the entire planet… Yes, Unicron had nearly done the same, but that was from the inside. A bomb exploding on the outside and destroying Earth was practically impossible to wrap her mind around.

"Yeah." Jack confirmed, "The drone was going to blow up Earth… but Optimus and the bots managed to find it, and with Mar-Vels help, took it down. The bomb was set off somewhere in the solar system, so it's all good now."

She sighed in relief, "Well, good. What about Mar-Vel?"

Jack shrugged, "Not sure, but I think he went back to the Kree Empire to convince them to leave Earth alone. Kinda hoping he manages to go through with it."

"You and me both." June muttered, "As if the Decepticons weren't bad enough…"

She took a bite of her sandwich and a peaceful quiet fell over the two. June had no questions to ask really, none that she could ask without giving away her sudden change at least. Though she did have to wonder what happened to Carol. The Airforce Major had been a very down to Earth person, someone June felt she could talk to about everything. Something she hadn't been able to do with anyone since MECH had abducted her all those months ago.

Jack swallowed the last of his sandwich and wiped the crumbs from the corner of his mouth before coughing awkwardly, "So… have you been working out or something mom? You look… different."

June nearly choked on her sandwich then and there, letting out a sharp cough before swallowing and blinking a few tears out of her eyes, "Wha-? No, of course not… Well, actually…"

Her mind raced with a believable excuse he might buy, "I have been going to the gym a little more lately… Why, is it noticeable?"

Jack shrugged, "Kinda, maybe? It could just be I'm so used to seeing you in your scrubs that different clothes are an actual surprise."

June frowned, "Well gee, thanks."

"N-no, not- I didn't mean-!"

That got a chuckle out of her and June smiled, "I know what you meant Jack. I do wear my scrubs _a lot_. They're like a second skin to me almost."

She stood up from the counter and stretched, "But really, since I have today off, I was going to dress how I wanted and have a 'me' day."

Jack looked confused, "A… 'me day'?"

June giggled, "Not a you day. A 'me day'." she chuckled at her awful joke, before plucking her car keys off the counter.

"Wait, you're just going?" Jack looked very confused at this point, which made June smile a little.

"Sure, why not? I haven't had a chance to just enjoy myself for a long time. You have the Autobots, so I'll have this."

More blinking from Jack, "Oh… kay. I guess that makes sense… I'll see you later?"

June smiled and walked up to Jack, giving him a small hug, "Definitely. Okay, now have fun."

She walked off to the garage while Jack just sat there, still very confused, "What… is going on?" he muttered.

In the garage, June hopped into her car and shut the door. Then… she clenched the car while and took a deep breath, "It's for the best June… remember that."

Lying to Jacks face like that wasn't something June liked. In fact, she hated that she'd done it, but then, what else could she have done? This wasn't something he needed to be involved in, this was her own troubles that she would deal with… Even if the result made her feel like her heart was being ripped out.

June took another shaky breath, and released the steering wheel from her hands, brushing back her hair and tying it up in a ponytail, "Okay." she looked at herself in the mirror view mirror, "First the mall to get new clothes… then… Well, I'll wing it."

And with that, she started up her car and backed out of the drive way, quickly driving towards the local Jasper Mall.

* * *

><p>Though calling it a 'mall' was a bit of an overstatement. A shopping center would be a more proper term to where June had headed out to. The Jasper shopping district was a large series of buildings arranged into a vertical U shape, with an overall theme of adobe construction styles that fit in well with the desert back drop. It was a far cry from other stores like the K.O Burger, which were ugly concrete eyesores that most people ignored, not to mention there was a greater variety of stores and goods too.<p>

June was in one such store, a small clothing store that she often visited for both her and Jack. Mostly Jack due to his own growing pains, though it seemed June had experienced her own now too. To her surprise, as she stood in the dressing room half naked, she didn't have a single stretch mark on her skin despite her change in size.

Once again that baffled her mind, but June waved it off for the moment. She wanted to take this… issue, one step at a time. So first she needed new clothes, then she would tackle the issue of her early morning levitation and new super-model-esque body, which had already shown a few perks.

First, June was immediately aware that her reflexes felt… sharper. Even though she shouldn't be used to the new proportions, she moved and walked as though she'd had that body her entire life, save for a few minor trip ups when she'd gotten to the center.

Second, her muscled form seemed to really be stronger too. She been able to carry nearly an entire rack of clothes into the changing room… with a single arm. That was about twenty pounds of unwieldy cloth that she effortlessly moved about. Definitely a huge plus.

Then came the third that she was on the fence about. With Junes new body, came new… admirer's. Men who didn't know to keep their eyes to themselves or were unaware that, yes, June could see them ogling her. They weren't as clever as they liked to think, and June was unsure of if she should take all the praise as a compliment, or feel her skin crawl with disgust.

June subconsciously shivered and picked up a new shirt, slipping it over her head and looking at the mirror in the dressing room in her. A nice sky blue t-shirt that fit comfortably. June though, crossed her arms and frowned.

"It would be better as a darker blue… or maybe red…"

It was just an off topic though, June speaking to herself more than anyone else. But the moment the image was in her mind, golden light engulfed her shirt. June let out a surprised gasp and clamped a hand over her mouth, while shimmering golden light pulsed gently around her torso…

Slowly, the glow died out and revealed a crisp red t-shirt in place of the red one. June blinked in surprise and slowly rubbed the cloth between her fingers. It felt just like the standard polyester of the old shirt… but it was a different color.

"What, can I change the colors on clothes now?" she muttered, "That's… underwhelming."

She looked at the shirt she wore and quirked her lips, "Let's try something different."

This time, June imagined a black coat and white shirt underneath. That familiar golden glow flared to life, before fading to those exact articles of clothing! Junes jaw dropped and she slowly rubbed her fingers over the material. It felt like thick cloth, almost cotton, but the texture was a little off. Whatever let her change clothes like that clearly couldn't do organic fibers all that well.

June thought for a moment and returned the shirt back to its sky blue color, then peeled it off and grabbed her old bra, the one that didn't fit but she wore out of the hope of keeping her enlarged breasts from bouncing everywhere. She clicked it back into place, feeling it strain and resist, and thought.

This time, the golden glow only surrounded the bra instead of her entire torso. The pressure on her chest started to fade until the bra was a far more comfortable size for her… enhanced, form. June's jaw dropped.

"Holy crap… well, I guess this shopping trips over." if she could change her clothes so easily, there was no point in buying new ones. Hell, she wasn't even going to question it this time, she was just going to roll with it.

So instead, she slipped her shirt back on and grabbed the pile of clothes under one arm. Then she casually exited the dressing room and deposited the pile of clothes onto the return register. The cashier blinked in surprise while June walked off with a happy smile on her face and a bounce in her step.

Things had gone from weird, to strange, and back again for June it seemed. But at the moment, things were going great. Her clothes situation was solved (In about the most amazing way ever), she could go home and figure out how she'd been levitating earlier, and then she could get back to work on Jacks birthday party.

"Things are looking up." she sighed to herself, and stepped out into the main shopping district…

Only to see a crowd of people near the opposite end of the district, gathered around the jewelry store. June frowned, "What's that all about?"

She briefly debated just walking to her car and ignoring it… before her curiosity got the better of her, and she jogged up to the group of people. Many looked frightened or scared, with worried expressions on their faces. June tried pushing her way to the front, but the crowd was too thick. So she settled for tapping a man on the shoulder.

"Excuse me sir." she said softly.

The man turned around, "Huh?"

June pointed at the store, "What's going on?"

The man's face grew dark, "Hostage situation. Some sort of robbery at first, but now there's two guys with guns in there and they're holding the store hostage. No one wants to try anything, because there's a little girl in there…"

Horror swept across Junes face, "Oh my god. Did someone call the cops?"

"Yeah, they'll be here soon… I hope." the man turned back to the store with that grim expression.

June looked past him at the store and stood up on her tiptoes. With her new height, she was just able to see over everyone else and into the store. Two men with hockey masks were holding pistols at a group of elders. One looked like the jeweler, while the other two were an older couple with their little granddaughter between them.

The girl couldn't have been more than five or six, and looked terrified…

Junes fists tightened. The cops were on their way, yes. But things were chaotic here, and people could be in danger… Something had to be done before this got out of hand… but what?

**A/N: So… yeah. This took a while. I blame finals guys. I had them all last week and one this week, coupled with school stuff… But I'm free now! I've got work tomorrow and Saturday, but then I'm good until Christmas! So I hope to start updating faster again. And good thing too, because next chapter, June discovers the rest of her new abilities, and begins work on a secret identity…**

**I hope you guys enjoyed the chapter, and please remember to review with critique and PM me with questions and ideas. I don't bite! Much.**

**Bye!**


	3. Chapter 3

Chapter 3: Heroes Rise

June felt helpless were she stood, with a crowd of people surrounding what had to have been a robbery gone horribly wrong. Four people held hostage, one of them a little girl who was just out with her grandparents. Many people outside the store were debating whether or not they should simply charge the building and take the hostage takers down by force. Only the fear of someone getting shot delayed them until the cops arrived.

Jasper did not have a big police force by any stretch of the word. Really, it was just a few officers and sheriff, a dozen at most. Hardly impressive, but more than enough to hopefully deal with the scum that were hiding out in the jewelry store. The cruisers came screaming in, their sirens blaring and flashing the entire area in reds and blues.

Cops quickly exited their vehicles and the sheriff directed everyone away from the store. Two cops set up some basic cover using their cruisers while others pushed the civilians further away from the scene of the crime.

June started walking away, letting out a sigh of relief, "The cops'll handle this." she realized. The little girl might be a little shaken up, but things would be fine.

She walked towards her car, which was only a short distance from the commotion, and watched from a distance. From experience, June knew not to get involved in things like this. Instead she let the professionals handle the situation. Among the busy flurry of policemen and women lining up, she noted that the sheriff had a large megaphone in hand.

He was going to try and negotiate with them to get the girl out of harm's way. Once she was safe, they'd probably take those two down faster than they could blink. And good thing too. Anyone who'd take a little girl hostage deserved whatever fate came to them.

The sheriff's megaphone crackled to life, letting out a hiss of feedback that made everyone wince, before falling silent and was brought to the sheriffs face, "This is the police. You are surrounded. Give yourselves up before someone is hurt."

His words were calm and without emotion. But there was a hint of anger in his voice. Obviously he was as angry over this whole incident as June was. Silence followed his threat though, as neither criminal seemed to respond to what he was saying. They were probably freaking out over the fact that

He raised his megaphone again, "You have five minutes to comply." he informed them.

An uneasy silence was the response, and the crowds looked nervous. June bit her lips nervously, wondering why there was no response. The cops had them surrounded, they didn't think this would work out well for them, would it?

June wasn't sure what they were thinking, only that they were taking their sweet, sweet time. The minutes slowly passed, tense and silent. None of the other shoppers had dispersed, just moved farther away. The cops shifted in place, trying to stay comfortable yet focused on the shop. And the criminals? They seemed to be talking to themselves, too quiet for anyone to hear.

The five minutes finally came to an end and the sheriff spoke through his megaphone, "Time is up!"

And when he said that… all hell broke loose.

The cops started to move, when the entire front end of the store _exploded. _Glass flew everywhere, knocking cops over and sending the shoppers into a panic. People ran from the store while smoke billowed from the entrance. June stumbled away from her car with her mouth wide in shock.

From the ruined entrance of the store, the robbers walked out completely unharmed. One still held his gun in hand, while the other was not. But upon seeing him, June choked back a worried scream. The man was crackling with electricity from head to toe, like a living lightning rod.

One word described men like the one she saw, '_mutant'_.

At the end of World War II, the world began to see immediate change. Super soldiers, nuclear weaponry, all kinds of changes. But chief among them was the emergent of a new subspecies of humans. Mutants, people born with the exceedingly rare 'X Gene', which granted them with powers ranging from enhanced speed to the ability to move things with your mind.

Understandably, when the mutants reached public eye, there was an immediate cry of fear and worry from the normal humans not born with the X-Gene. What resulted was the 'Second Civil War', though the title was misleading. What really happened was two decades of fighting from mutants and humans for equality between them. Unfortunately, the former group had it tougher as only one in every ten-thousand people born had the X-Gene. They were heavily outnumbered and many mutants just wanted to live relatively normal lives.

But actions from the Mutant Brotherhood, lead by a nutcase called 'Magneto' had lead to many people assuming Mutants were unstable. It wasn't until Magneto was captured and executed that times began to change. More studies were conducted to find that being born with the X Gene had no impact on a person's mental faculties. It was just a matter of how they were raised and treated.

As a result, the US government passed the 28th amendment to the Constitution. June couldn't remember all the details, except that it guaranteed equal rights for mutant kind. This did not solve the worries most people had concerning those born as demigods. So in response, the US government passed the 'Mutant Registration Act'.

Essentially, it registered a person's mutant ability and heritage as a safety precaution, sort of like a social security number or birth certificate. It also provided funding for a police response force that recruited mutants as its officers with non-mutants as the commanders. These response forces used their abilities to handle other mutants that decided to abuse their natural born gifts. And with the recent rise in non lethal superheroes, the United States had become a leader in the world of equality between humans and mutants, setting an example for other nations to follow.

Mutants lived in relative peace with humans in the States, hell, there was a woman at June's clinic that could feed off the pain of others, effectively acting like a walking anesthetic. Her presence had helped save and heal many patients and June was thankful for the woman's presence. The man with lightning crackling around him?

Not so much.

Lightning guy held his hands apart, letting brilliant blue electricity crackle angrily between his palms. His clothes were slightly singed and his mask had been burned away to reveal a man with a thin face and electric blue eyes that matched the bolt between his hands. People screamed in surprise, backing away from the man.

The cops took cover behind their cruisers and sighted on the mutant. June crouched down by the front of her car and gulped. She hadn't expected a mutant, hell, no one expected a mutant to be robbing a jewelry store! Most of them were smart enough to use their abilities for more useful jobs than grand theft.

"Stand down!" one of the cops, June didn't see which, barked.

The mutant cracked his neck, a bolt of lightning arcing from him onto a light post. The light flashed brightly and then shattered with a definitive _'crack!'_. By this point, any shoppers in the area were fleeing from the mutant and his companion, screaming in panic and fear. Jasper was a small district with a population just under 20,000… There was no Mutant Response force.

Something the cops _really _wish they had at the moment, as Lightning guy didn't seem all that threatened by the cops, "Stand down?" his voice rasped and crackled like static on a television.

He held up a hand and a ball of energy coalesced between his thumb and index finger. The police shifted nervously, but kept their guns trained on him. Lightning man smiled up at the police, and flicked the energy ball at the nearest cruiser. There was a sound like crackling firewood, and the entire side of the car exploded, knocking the officers back and sending the wreck careening into the parking lot where it crashed into a set of parked cars.

Screams of panic erupted from the remaining bystanders that smartly fled the area. Policemen scrambled across the area to reorganize, and the mutant laughed to himself. His partner wore a look of smug contentment, obviously not having a problem with lightning guy frying a few cops.

June gulped from where she was, seeing all this chaos unfold around her. A mutant that powerful couldn't be put down with just a few cops. It'd take a response force to restrain him, and the nearest one was in Vegas nearly an hour out. By the time they got to Jasper, he'd be long gone and have left a trail of destruction in his wake.

There just wasn't anyone around to stop someone as powerful as this mutant, save maybe the Autobots. But obviously they couldn't get involved since they were forbidden from revealing themselves to humans. So the mutant had to be let go to terrorize another small town…

_'No, he doesn't…' _a small voice whispered in the back of her skull, _'You have the power to stop him… use it…'_

That, the more logical part of her thought, was a bad idea. Near as she could tell, June was just a little stronger than before, with the ability to levitate (Something she intended to test in full when she got home). She was no superhero like the Fantastic Four, Iron Man, or even that Spider-man nutcase. June was a nurse, and a single mother at that.

Lightning guy laughed and blasted a bolt of electricity at the other parked cruiser, melting a big hole through its passenger door. The heat set the interior ablaze in an instant. Cops surrounded the man and fired at him. Firing metal bullets at a man who could manipulate electricity though, turned out to be a bad idea.

He held up a single hand and every bullet was wrapped in a cage of crackling lightning. With a smirk, the mutant launched them back at the police, who barely got to cover in time. One round made contact with an officer in the knee, knocking him to the floor while blood oozed from the injury.

It was seeing that, that finally spurred June to action. This mutant wasn't just making a show of things, he really would kill anyone who got in his way just for the hell of it. Just like the Decepticons and that monster Megatron.

Her hand tightened and June ducked behind her car. If she was going to do this, she was going to make sure her face was hidden so no one saw her as 'a crazy mother needlessly putting her life in danger'. At least, if she didn't get fried that is.

June ripped a strip of cloth off her left sleeve and placed it to her eyes, closing them and concentrating. A tingling feeling spread over the cloth and her clothes, and June knew they'd be glowing a soft gold color. When the tingling faded, June opened her eyes and touched her face. A soft silken fabric covered her eyes, a domino mask to hide her identity. She spared a look at her outfit and saw she was wearing a single black singlet that covered her from head to toe.

Didn't leave much to the imagination, but it definitely didn't look like what she used to be wearing. It'd have to do for the moment. June peered over the hood of her car, and quickly analyzed the situation. In other words, she saw Lightning guy holding a car in the air with his electric powers and about to crush two cops, one the one injured by his earlier attack and the other trying to help the first one.

"Never did like cops." he rasped. For years he'd been on the run from them. Always telling him to do something useful with his powers, to register. Just a bunch of fat bastards trying to control his life. His face twisted into a sneer at the memory, the memory of many, many arrests, and he dropped the car down on top of the cops.

Or rather, tried to.

The car came to a halt above the cops, much to their and the mutants surprise, "What!?"

He'd released his electromagnetic hold on the car, expecting the full weight of it to crush them underneath it. Instead of seeing two smears where they'd been though, he saw a woman standing between them and the car, holding it over her shoulders while grunting.

Her face was covered with a domino mask, her body covered in a full body suit that was dark black, and her skin was fair. But the weird part, besides the fact that she was holding a car atlas style, was the golden aura she was emitting. It was faint, but it was there, especially around her hair which looked to be made of golden wire, shimmering and shining in the uneven light.

"This…is…very heavy…" June grunted, ignoring her shock over holding the car at all.

The two cops stared at her dumbstruck until she spoke again, "Please…go…" she pleaded with them.

"R-right…" The uninjured one scrambled to his feet and dragged his comrade away from June and the mutant. When June was sure she was gone, she let out a sigh and shrugged the car off onto the ground, where it crashed with a heavy thud.

June leaned forward resting her hands on her thighs and wheezing, "Whooo…okay…didn't know I could do that…" she gasped and wiped some sweat off her brow.

Lightning guy stood there with his partner, trying to register what he was seeing. This…was not something either of them had expected to see in a place like Jasper. Far as they knew, the place didn't have a Mutant Response Force, so…who was this?

"O-okay…" June sighed and stretched her back. A few vertebrate popped back into place and she cracked her neck.

Then she looked at the two men before her and frowned, "I really don't appreciate it when men come to town and start wrecking up the place. It's rude."

"R-rude!?" the masked criminal choked.

Lightning guy waved him off and stepped forward, narrowing his electric blue eyes, "Step aside lady. We don't want any more trouble."

Her eyes narrowed, and the golden aura around her seemed to brighten, "You don't want any trouble? You should've thought about that before you took a little girl hostage and started shooting lightning at the cops!"

"Ugh, great." the masked robber sighed, "She's one of those heroic types. Want me to deal with her?"

Lightning guy shook his head and stepped forward, "No, I'll handle the bitch."

_'…Shoulda seen that coming.' _June mentally scolded. She knew that a simple show of strength wouldn't scare them off. She'd have to fight this mutant, and that was going to hurt… a lot.

Behind June, a few civilians were starting to peak out from behind their makeshift cover at the new heroine standing before them. There were a few soft murmurs wondering who was this mysterious woman who could hold cars in the air and threaten this powerful mutant?

June didn't hear any of it, instead she assumed the best fighting position she could manage. Which would've looked silly to anyone with even a day's worth of combat training. Luckily, Lightning guy didn't have any combat training.

Lightning crackled off his shoulders and he stepped forward, "You really wanna try this?" he demanded.

June didn't move and remained silent. Outwardly of course, she was screaming like a lunatic in her head.

"Fine." Lightning guy growled, and clenched his fists. Lightning arced off them onto nearby light posts and across the ground. The area was bathed in bright blue light, blinding many present. June remained in place with her eyes narrowed, either too brave or too terrified to move. She wasn't sure which.

The mutant growled at her lack of apparent fear, "You wanna fight then!? Fine!" he thrust his hands forward and shot lightning at June.

There was no time to dodge it. The lightning hit home and June screamed, expecting excruciating pain and burning. But after a moment of screaming, June stopped and blinked, while Lightning guy blasted her with energy. She ignored him though, because… the attack didn't hurt!

Oh sure, her entire body was _really _warm and tiny pinpricks covered her entire body, but… it didn't hurt. In fact, she felt the opposite of pain. She felt good, _very _good. She felt like she was being supercharged! Strength flowed into her limbs, her muscles flexed and her face changed from an expression of shock to determination.

"That all you've got, Electro?" she demanded, and started walking _into _his lightning blast.

Lightning guy… Electro, blinked in surprise, taking a step back, "That…that's not…"

June kept walking forward, ignoring the slight pain and focusing on the power flowing into her. She didn't notice the aura around her growing brighter, nor her hair turning an even lighter gold. At this point she looked completely blonde.

"Come on, I thought you had more than this." she taunted, feeling her confidence returning.

Electro gawked at her, before sneering angrily, "I was just getting started!"

Energy ran over his shoulders and into his fingertips, ripping forward and arcing into June. She winced, feeling the stinging pain amplified, but the euphoria that accompanied it also amplified. As long as she focused on that, the pain was easily ignored. And it was this disregard for the power he was pouring into her, the pure confidence in the face of what would normally _incinerate _a human being, that was too much for Electro.

He let out a scream of rage and fear, poured a single burst of immense energy into his blast… and collapsed to the ground with smoke rising from his form. June stood over the man, her outfit singed and burned in a few areas, but still intact. Up close, she realized the man wasn't that big or intimidating. He was actually rather short.

"What…what are you?" Electro whimpered and looked up at June with terrified eyes.

June scowled and lifted him to her face by his shirt, "I'm the 'bitch' who doesn't like seeing you attack innocents."

"Okay, enough of this." another voice said.

June turned around in time to get a face full of fist from Electros partner in crime. She yelped and stumbled back, more in surprise than pain. Apparently she'd gotten tougher too, though her little stint with Electros powers had already shown her that she was pretty much immune to pain at the moment.

The masked criminal cracked his neck and gave Electro a disapproving look, "You're pathetic, you know that?"

"Screw…you…" he wheezed, trying to catch his breath.

"Whatever." the crook muttered, and walked towards June while cracking his knuckles, "So, what do they call ya around here babe?"

June brought her fists up, "What?"

"Your name? Come on, you're some sorta meta human hero. Right?"

June remained silent, confused. Meta human hero, what? She really needed to pay attention to events outside of Jasper…

The crook chuckled, "Oh my god, you're a novice, aren't you?"

"Wha-no!" June said quickly.

"Oh god, you are!" the crook cackled and cracked his neck, then grinned at her, "This is gonna be fun. They call me Limbitless."

June dropped her arms, "What?"

The crook charged her rather than answer her question, his right fist glowing red hot. His fist collided with Junes face before she could block it, and exploded! She went flying away from the man and crashed through a car onto the ground. Bits of glass and jagged metal tore at her uniform, and she came to a rolling stop on the asphalt.

"…Ow…" she whimpered. That had actually hurt, a lot.

She got her hands and legs under her and started standing up while the crook 'Limbitless' approached her. And his entire right fist was gone with just a stump where it used to be. June blinked and shook her head, thinking it was a trick from the explosion. But it wasn't, the guys hand was gone and… growing back!?

"See, that's why the call me 'Limbitless'. I can supercharge my limbs and cause them to explode. The larger the limb and the longer the charge, the bigger the explosion. Then they grow back with super strength!"

He demonstrated that last part nicely by decking June across the face and onto the ground. June rubbed her nose for a moment to get the feeling back in… Then the mutant grabbed a fistful of her hair and dragged her to her feet. June tried to fight it, but she was disoriented and far from experienced with fighting… at all. Limbitless easily took advantage of this and wrapped both his arms around her and squeezed tight. They began to glow red hot.

"You might have taken my partner out," he chuckled, "But I'm a bit harder to take out."

June struggled in his grip, finding it like iron despite her enhanced strength. Add in her disorientation and slight pain, it made it next to impossible for her to break free. But an idea did occur to her confused mind. A repetition of an event she'd suffered through that very morning.

Closing her eyes, and ignoring the heat of Limbitless's…limbs, June concentrated on a feeling of weightlessness. She'd never tried to levitate since that morning, but imagined it wasn't too hard… she hoped. She just kept imagining herself lifting off the ground, leaving gravity and Earth behind her, taking off into the air.

Nothing happened at first, while Limbitless laughed. She clenched her eyes and concentrated on taking off. Taking into the air with this bastard. Accessing this strength that she knew she had but couldn't use for some reason.

And then, like a dam, all the energy she'd felt building up since Electro started pelting her with lightning bolts burst forth. Junes eyes snapped open, white hot. The golden aura lit up around her again and June shot into the air like a rocket. Limbitless only screamed in utter terror, not aware that she could _fly_!

"Let. Me. Go!" June commanded, flying higher and higher.

Limbitless just kept screaming, and June sighed, "That's how its gonna be?" she muttered.

With a sigh, she let the flow of energy stop dead. A moment later, momentum caught up with the two, and they slowed until they seemed to be floating hundreds of feet in the air. The shopping district was a miniature model of its full size below, with dozens of people looking at the spec in the air with awe.

June herself couldn't believe what she'd just done. She'd flown hundreds of feet up with someone strapped to her back. His arms had cooled and he was hyperventilating. Apparently that bravado didn't last long when it came to heights.

And then, gravity took over. June felt them both start to tip back and fall to the ground at a steadily faster rate. Limbitless started screaming again in panic, and released June. June rolled off him and spread her arms and legs, like she saw in the movies. She slowed down.

Limbitless, did not.

He plummeted to the ground and crashed _hard_. The ground exploded around him, leaving him unconscious in a large crater. Yet somehow he was still intact despite the heavy landing. Just out cold.

June slowly drifted down next to the crater and raised a brow, "I guess that healing factor has a bit of an advantage, doesn't it?"

She herself had some sort of super-hard invulnerable skin, but she didn't know what this guy was made of. Just that he and Electro seemed to be out for the count… and she didn't even land a single punch on them. How the heck did that work?

Suddenly, June felt the sensation of being watched, and looked up to see a dozen or so civilians looking at her, the ruined area in front of the jewelry store, and her utterly destroyed outfit. They mostly looked at her, which sent Junes mind-a-racing.

The first thing she came up with?

She coughed, "Well…um…bye!" and then shot into the air, flying away from the shopping district towards her house. Below her, the people cheered, a sound June only heard for a brief second before flying too far.

As the wind stream brushed against her face, June couldn't help but grin happily, a realization having hit her, "I'm a Super Hero!"

She broke out into a fit of laughter as she flew, not even perturbed by the fact that she _could _fly. At the moment she was just amazed by the feats she'd pulled off as a masked heroine, a person who'd stood up for her town. Whatever Mar-Vel had done to her, June was glad it happened!

Here was something interesting, exciting, and new for her to do that would let her help others. Something more than just helping with injuries, but preventing them! She could help anyone in need with her flight, strength and durability. There were more powers to learn of course, a lot of practice with the ones she knew, but the idea itself…

June felt needed again.

With a warm feeling in her chest, June came to a stop, floating hundreds of feet in the air. She looked around at the empty air around her and grinned.

"It's settled. In my spare time, I'll help people. I'll be a hero to everyone." she looked at the tattered bits of cloth that qualified as her clothing and frowned, "But first, I'll need a real costume." she admitted.

She brushed a blonde lock of hair out of her face and froze, staring at it.

"…Holy shit, I'm blonde."

**A/N: I've returned! So, Christmas was chaotic, I acquired too many games to count, came down with a horrible cold, and struggled to write until today! But I'm back, and better than ever! I might write one more chapter for TFP: Empowered, but if I don't, expect me to return to Another Type of Alien, Book 3: Rising From the Ashes. ATOA is the first big fic series I started, the only one where I finished the first book AND its sequel, and holds a special place in my heart as my favorite fic. So when I do return to it, I will be finishing book 3, and possibly book four, five, and six. I want to bring the series to a close before I finally get series on my other projects, including my original story.**

**But with that all aside, I hope you enjoyed my return, hope you enjoyed the chapter, and hope to hear your thoughts on it in the reviews. And remember to PM me with questions and ideas. I don't bite… much!**

**Bye!**


	4. Chapter 4

Chapter 4: Ms. Marvel

June returned home about ten minutes later, landing in the backyard. It had tall six foot high fences around the small back yard, so she was safe from anyone seeing her in the ruins of her outfit. She brushed some dust off herself and spared a glance at the yard. The grass was starting to die, so she turned on the sprinkler before walking inside.

"Hello!?" she waited for a response, in case Jack had come home. When she received no response, June scurried inside to her room and looked at herself in the mirror.

She gawked at the woman standing before her. Tall, muscled, and battle scarred, the masked woman before her hardly looked like June at all… and was blonde, for some reason. Her outfit was in tatters, barely holding together at all. She was seriously one wrong move from a major wardrobe malfunction.

"Okay, this outfits dead." she declared, and stripped off the remaining bits of fabric, tossing them in her laundry hamper and changing into something more comfortable.

About five minutes later, June was curled up on the couch in the living room with the TV on, dressed in soft pajamas, a notepad in her hands, and a few colored pencils on the table. A cup of warm tea sat next to them on the table, steam rising from its hot surface. The news was going over some sort of announcement from Stark Industries concerning a new work program, something June wasn't paying much attention to.

She instead tapped a pencil to her lip, thinking about what to do about her costume. When she'd changed into her pajamas, her hair had darkened back to its ebony pitch from before. This left June to conclude that when she used her powers, this _somehow _turned her hair blonde. Which would've weirded her out, if a twenty foot tall metal woman didn't normally live in her garage at night.

But with that in mind, June was struggling to come up with a new costume that would fit her new powers and appearance. Something powerful and respectable. Something that would scream 'hero' or 'protector'. Unfortunately, June wasn't the most artistic person, so she spent a lot of time just sitting there trying to come up with something.

The news switched from one story to another while she thought, until it finally moved onto current events. The newscasters voice caught Junes' attention, _"In a stunning turn of events, this afternoon saw the attempted robbery of the Jasper Shopping District by known Mutant Fugitives, Electro and Limbitless. The two had attempted to rob the area due to its small out of the way location with the belief that they'd escape unharmed."_

June set her note pad to the side and leaned forward. The newscast continued, _"However, they were foiled when a woman stepped in and fought the two to unconsciousness."_

On screen, shaky cell phone footage showed June being blasted by Electro and shooting into the air with Limbitless in tow, _"Police have been unable to ID the masked woman, but many believe she may, in fact, be an unregistered mutant. Other theories suggest that she may be part of the new Meta humans, such as the Fantastic Four, or Thor. When questioned, eye-witnesses had this to say."_

The image shifted to a group of shaken but unharmed shoppers talking to the news anchor, _"We saw the mutant trying to drop a car on some injured cops, when this lady just came in out of nowhere and caught it with her bare hands!"_

_"Do you think she's a mutant?" _the anchor asked.

The man talking shrugged, _"I don't know, but if that's what mutants normally look like, I wouldn't mind a few more coming to town."_

June blushed heavily at that while the scene shifted to an interview with the initial hostages, with the little girl talking excitedly, _"She was really cool! The lightning guy just kept zapping her, but it didn't do anything! She just kept walking towards him until he freaked out, then she kicked the other guy's butt!"_

Her grandparents smiled and the grandfather calmed her down. The grandmother looked at the screen, _"She really was a marvel of a woman. I don't want to think about what would've happened if she hadn't shown up."_

That made June smile, happy to know that people appreciated the little act of heroics she'd performed. What the older woman said though, also got June thinking. She said June was a 'marvel of a woman'…

"Marvel…Mar-Vel…" and then, it was like a light bulb went off, "Ms. Marvel! There's my alter ego!"

It was the perfect name! Different from Mar-Vels own name, but an adequate representation of both what her powers were, and where she had gotten them from! It was also a little bit of a tribute the alien, after all, his interference had changed Junes life. Whether that would be for the better was yet to be seen.

But now that she had a name, the idea of what her costume should look like was forefront on her mind. Something powerful, that showed she was a defender and not someone to be feared but respected. Not something stripperific like what some heroines wore, something more respectable than that.

She grabbed her pen and paper off the table again and got to work sketching on a new costume design. For several minutes she sat there scribbling on the pad of paper. If she had an ounce of artistic talent, she'd probably be done in a few minutes. Instead, she went through five or six sheets of paper before finally stopping at a design she liked.

"Perfect!"

June hopped off the couch and ran back to her room, and stood in front of the full body window she had positioned in front of her bed. She set the sketch down next to it and let out a breath of air, "Okay… let's give this a shot."

Staring at herself in the mirror, June concentrated on visualizing the sketch. The material it would be made of, the patterns, and the color. She imagined it replacing the sky blue pajama's she wore at the moment. And slowly, a tingling feeling spread across her skin leaving goosebumps in its wake. Her clothes slowly began to glow gold, and her hair turned a shimmering blonde.

'So it is tied into my powers.' she thought, and watched as the glow faded from her clothes and hair.

When the last light died, June put her hands on her hips and examined herself in the mirror. Her conclusion, "Holy crap!"

She didn't look anything like her old self. June Darby, the homely single mother and nurse was no more. The woman that stood in the mirror was tall, confident, and heroic! Everything that June had a hard time associating herself with.

Her costume was full body, with shiny black leather on her shoulders, upper chest, and arms. Her biceps were a bright red as was her lower chest and abdomen, with a shimmering golden star embroidered where the black and red on her chest met. A sharp black V was on her waist with black leggings covering her thighs while she wore a pair of black boots. A black domino mask covered her face, and of course her hair was still blonde.

June turned to her side, quirking her lips in amusement. A few days ago she wouldn't even consider wearing something that hugged her frame so snugly. But there were quite a few advantages to her new 'super-model-esque' body. She looked good and she knew it.

Spinning around on one foot, June had to resist letting out a giddy laugh of excitement. And when she looked at herself in the mirror again, she had to suppress a small frown. Something about her costume wasn't quite right. It didn't look complete, like it was missing one piece to complete it…

"Ah-ha!" she darted to her closet and searched through the shirts, pants, and shoes inside it. After a moments searching, she let out a triumphant cheer and returned to the mirror. Wrapped around her neck was a long dark red scarf that fell to her waist.

June normally wore it during the cold of the winter, but with a thought, its color matched with her suits shade of red perfectly, "Perfect!" she declared happily.

This was the costume she wanted to use as 'Ms. Marvel'. Combined with her new body and different hair color, no one would be able to rescue her. Not even her own son would recognize her like this, as long as she didn't make her voice too obvious anyway.

She started readjusting the scarf and her hair, fluffing it back and frowning, "I might need a haircut." she said, looking at how long it was. Her hair fell all the way to the back of her shoulder blades. Normally she just tied it up in a ponytail, but she had a feeling that'd give her away if she did. Mostly because she _always _had it in a ponytail at work.

"Up to my shoulders should work." she reasoned. June preferred her long hair, but she would admit it'd get in the way if she was serious about this superheroing business.

She held back a chuckle and twirled in place one last time, "I just… this is too much!"

Somehow, she was now a superhero! Sure, no one knew about her save for Jasper, but… Given a few heroics and she'd be up there with the likes of Iron Man and the Fantastic Four! Who knew how the others would react. Jack was going to freak-

June froze, still looking at herself in the mirror, "Jack…"

She'd chosen not to tell him about this change when she woke up. There'd just been too much going on for her to feel comfortable about it. So she'd lied to him and hid the changes that had wracked her body. It had been a reasonable idea at the time, June had no idea what was going on with her body. But now she had a general idea, and she was planning on going out fighting crime.

"Maybe I should tell him…" she sat on the edge of her bed and peeled her mask off, "He's been honest with me…most of the time."

Jack had often tried to tell June the truth after the divorce. It was in his nature to be as responsible as he could after his father left. And June couldn't be prouder of him for it. But… this wasn't something he needed to know.

Yes, he should know, but he didn't need to know. He had the Autobots now, and spent most of his time with them. June going out and helping people as Ms. Marvel? She didn't think he needed to know about that yet.

She clenched her fist tight, "I'll tell him when the time is right." she decided, "Just…not yet."

Letting out a soft sigh, June slumped forward and rubbed her face with her glove clad hands. She just needed a moment to let everything sink in. The excitement, anxiety, and the huge changes overtaking her life. So many changes…

The sound of something crashing out back made June jump and slide right off her bed onto the floor with a solid 'thump!'.

"Ow! What the!?" she got to her feet and subconsciously grabbed her mask.

After putting it back in place, June ran out the backdoor to see part of the fence collapsed with a man in green armor lying on the remains of her fence. June stood there blinking rapidly while the green man rolled onto his back and groaned. This let June get a good look at his face, or rather, the green face mask and goggles he wore.

Her face immediately twisted into a scowl, "MECH!" she stormed forward towards the man, who she now realized was clad in dark green body armor. The calling card of anyone associated with the terrorist organization that had kidnapped her and almost killed her son.

"I should've known!" she grabbed him by the shirt and heaved him into the air, with one hand, "You couldn't just leave well enough alone, could you!?"

The man let out a choked cough, "Wh-what!? Who are you!?"

June felt that familiar sensation of power flowing through her, and her hair illuminated itself once more. Her scowl twisted into a sneer as she brought the man face to face, "They call me Ms. Marvel. I'm a new hero on the block. Now why don't you tell me why you were spying on this families home?"

Her grip on his shirt loosened slightly, but only enough for him to breathe, "I do-don't know what you're talk-"

"Save it!" Ms. Marvel hissed, "I know who you work for, MECH. I know what you've done, or some of it anyway. And I want answers."

Behind his mask, the man blinked and scowled, "You want answers? Ha! Good luck toots. It'll take more than a freak in tights to get anything out of me."

His eyes traveled down his attackers shapely body, "Although, if you were willing…"

Ms. Marvel held back a noise of disgust and tightened her grip on his collar, making him choke again, "You know, I'm still learning control over my strength. All it'd take is one wrong move and 'snap!'. Your suddenly crapping out your spine. Now, do you want to rethink your silent act?"

A small part of Ms. Marvel knew she was bluffing, and bluffing hard. At her heart, she was a nurse, someone who preserved life, not someone who took it away. But this man and by extension, his organization, sought to wipe out to hurt her, her son, and her friends. And if she had to play a little rough to get the information she needed out of him? So be it?

Despite her threat though, the man didn't seem intimidated, "That the best you got lady? I've seen shit that'd turn you white! You're hardly the scariest thing I've ever seen."

The heroines eyes narrowed behind her mask, and slowly turned white hot, "That so? Well then, I have a new question for you."

"And what's that hot stuff?"

"Are you afraid of heights?"

The man blinked, "What?"

Ms. Marvel smirked, "All I needed to hear."

And suddenly, the ground vanished beneath the two. Ms. Marvel rocketed into the air, streaking towards the sky. The ground quickly began to vanish beneath her, though not as fast as when she'd fought Limbitless. The mutants healing factor meant she could be rough without worrying about crippling him. Not so much with the MECH agent. So even though she knew she could go faster (And she wanted to, badly), she only moved fast enough to freak the agent out.

Wasn't too hard, as he immediately shrieked in panic when the ground vanished, "Now, what was that about keeping your mouth shut!?" Marvel yelled over the wind.

The man shrieked in panic until June came to a sudden stop several hundred feet above the ground. From that height, the houses looked like tiny little anthills. The wind whipped around them and tore at her scarf and hair. Again, that haircut was sounding might nice at this point…

She turned her attention back on her captive and smirked, "Now, do you want to tell me where you scumbags are coming from? Or do I have to let gravity convince you?"

To emphasize her point, Ms. Marvel released one of her hands and held the man out at arm's length with the others. His uniform looked stretched beyond its limit (The man had to weigh at least two hundred pounds, but June handled him like he was a toddler), and threatened to snap from the weight.

He looked at his shirt terrified and grabbed at her arm in fear, "Do you wanna talk now?" Ms. Marvel demanded.

She shook her arm and a tear started in the thin green fabric that covered his body armor. The man cried out in terror, "Okay! I'll talk, I'll talk!"

Ms. Marvel smiled and brought the man closer, holding him with both hands now, "Well good. Now, where'd you come from?"

About ten minutes later, she was soaring over Jasper towards the location the agent had given her. He was unconscious and held by the scruff of his neck by Marvel as she flew. One swift chop to the temple had knocked the man out cold. A mild concussion at worst.

According to him, MECH's new operating base was in the middle of the desert between Vegas and Jasper, located off the main Interstate. He'd given her an address and everything, and June had even managed to get a description of the building from the guy. A large series of warehouses, like the ones used to hold storage units.

The flight with the agent in tow was not a fast one and left the single mother with time to think about her plan of action… And to debate whether or not it was smart to try and attack MECH when she knew so little of her powers. If she got hurt, or worse, killed, Jack would have no one left to go to. Most of Junes family was gone by this point, and there was no way in hell he'd get within a mile of his father.

But on the flipside, June had just had a super-powered brawl with two mutants, which involved getting shocked with electricity and hit with an exploding fist. Repeatedly. So she was obviously a lot tougher and a hell of a lot stronger than she was when she first fought MECH. And if all else failed, she could steal a radio and call the bots. Sure, she'd have a _lot _of explaining to do, but if it was that or dying…

Ms. Marvel shook that thought off and looked ahead. A series of small square buildings were coming into view a fair distance off from the interstate. A small exit looped off onto a dirt road towards the structures, but it looked relatively abandoned. There were no visible vehicles at least. Just a series of warehouses… that were arranged in a large M.

She had to resist the urge to roll her eyes at that, and started to descend from the sky towards the facility. As it grew larger, she was able to make out more details to it. There were armored green men patrolling the sides and tops of the warehouses, with large amounts of barbed wire around the facilities perimeter. Hardly subtle, but not noticeable or unreasonable for a storage facility. Well, except for the guards of course, but they weren't visible from the street or high above. Ms. Marvel could only see them because she was about two hundred feet in the air at this point, directly above the facility.

She smirked and came to a stop, "Well, time to announce my presence." she chuckled, and fell to the ground.

As the wind tore at her outfit and ruffled her hair, Ms. Marvel took in a deep breath and began accessing the well of energy that seemed to make up her powers. Since her fight with Electro it had been larger than ever, and June found acts like flying to be a piece of cake in comparison to her pre-fight powers. Heck, even changing her clothes had gotten easier.

Which meant landing was easy, and her entire being seemed to thrum with energy. A few guards turned to her, confused by the spandex wearing woman that had descended from the sky, and raised their rifles.

Ms. Marvel frowned and threw the unconscious agent at their feet, "I believe this is yours."

The guards stared at the agent on the floor, looking at him like he was dangerous or something. Ms. Marvel crossed her arms and glared at the agents. It was the perfected 'mom face'. A face that could make any individual, regardless of age or gender, look at their feet guiltily and apologize for what they'd done. She didn't expect it to be very intimidating on monsters like MECH though.

To her amusement, the guards did actually look away awkwardly for a moment. And then the base alarm began to blare, making June yelp and cover her ears. That was apparently all it took to signal the guards to start shooting at her.

June scrambled to the side as quick as she could, but did feel a few bullets make contact with her. She leaped for cover behind a nearby storage unit and pressed herself to it. The guards fired at her cover while the alarm blared and she tried catching her breath. Her chest was heaving and her legs and side were sore.

She spared a look at the areas, expecting bullet holes. To her surprise, while part of her suit was torn away from the bullets, her skin was just bruised. Apparently she really was tougher, at least to some degree.

"Well…that's a relief." Ms. Marvel sighed and heard more rounds ping off the metal storage unit.

_'Great June.' _she scolded, _'Your bullet proof, but have no other weapons to get out of this situation. They'll probably follow you home too… what were you thinking!?'_

Honestly, she'd thought this would be easier. But instinct made it hard to go against guys shooting guns at her. There wasn't anyone in immediate danger besides herself, so June couldn't steel herself to go charging blindly into danger like she had at the shopping center. In other words, June was stuck and didn't know what to do.

She let out another breath of air and looked around, "Maybe I should find a radio or something… call the Auto-"

Something red and blue whizzed by Ms. Marvels face, cutting off her train of thought. The object went speeding by the guards shooting at her, and bounced off the wall behind them. It hit the first guard from behind, flipping him end over end onto his back. Then it ricochet of the storage unit and bounced between the other two guards before careening back towards it owner.

June peaked out from her cover wide eyed as a figure dressed in red, white, and blue fell from a nearby storage unit and rolled forward towards the final guard. He fired at the man wildly, but the rounds harmlessly bounced off a circular shield that June immediately recognized upon seeing it. It was red, white, and blue, with a white star dead center in the middle of it. The man wielding it was dressed in blue body armor with red gloves and boots, and red and white stripes across his mid section. A white star was in the center of his chest with a white A on the blue helmet he wore.

The star spangled hero charged into the remaining guard and used his shield to knock him off balance. Then, he kicked the man's legs out from under him and delivered a quick jab to the man's face. The guard didn't move after that.

Neither did June though. Her legs were shaking from excitement, anxiety, and childhood glee. The third was entirely directed at the man standing over the unconscious guards, who didn't seem to have noticed her-

"You can come out now." he said in a voice that was just filled with authority. It reminded June of Optimus in a way. It was a leaders voice.

The man turned towards the storage unit June was standing behind, and put a hand on his hip, "Ma'am, I know you're there. Come out."

June yelped and stumbled out, nearly falling face first onto the floor. She only just managed to catch herself and straightened up. Through sheer will she managed to keep her knees from knocking together. Again, childhood glee. She was terrified she would squeal with delight at any moment.

He raised a brow at her, which nearly broke her will then and there. It took June a full minute to calm down enough to speak to the man (A miracle given the alarm going off).

"S-so-sorry, I-I-I…" she shook herself and swallowed, "Are you Captain America!?"

That last bit came out as a full blown fangirl squeal. Growing up, Junes grandfather had told her many, _many _stories of the famous super-soldier, Captain America. Considered the first real superhero, the Captain was an American military project that helped bring an end to World War II and the Hydra Organization. Supposedly he'd died near the end of the war, and yet… there he was!

June would be lying if she said she wasn't a complete and total fangirl of Captain America. She had the propaganda comics, knew the history behind him, and watched all the documentary's at least twice. The only thing she didn't know was his real name, but only because the US had classified it.

The man seemed used to Junes fangirling though, and merely nodded, "You could say that, yes. And you are?"

June blinked. Captain America was asking her name. _Captain America was asking her name!_

"Ju-Ms. Marvel!" she blurted out.

The Captain nodded, seemingly unaware of Junes trembling, "I see. You're one of the new…mutants, is it?"

June blinked and half shrugged. Then came the babbling, "WellIguessyoucouldsaythatbutIdon'treallyknowbecauseIonlyjuststartedthiswholethingandIjustgotcaughtupinthemomentand-"

Cap raised a hand, cutting her off, "Whoa whoa. Slow down ma'am."

Her mouth shut with an audible clop, "Sorry sir…" she squeaked.

A small smile spread over the Captains face, "Quite alright miss. But look, I don't have a lot of time to answer questions. Long story short, I've been sent to investigate MECH activities. I could use some help though. Care to lend a hand Ms. Marvel?"

Junes response?

She fainted.

**A/N: Okay, I'll do one more chapter guys. Because I know you'll want it. **

**But with that said… how many of you expected me to bring in Captain Motherf*cking America, my all time FAVORITE marvel hero? None I bet, and I bet even fewer expected June to go fangirl over him. Expect this to happen more. A **_**lot.**_** Why?**

**Because it's funny damn it!**

**But otherwise, I hope you guys enjoyed the chapter, and the costume for June/Ms. Marvel. I wanted to avoid her more…stripperific costumes from past incarnations, so I went with a modified variant of the Earths Mightiest Hero costume. Sorry if this offended anyone.**

**Otherwise, I hope to see your reviews on the chapter and please remember to PM me with questions and ideas! Bye!**


	5. Chapter 5

Chapter 5: Teamwork

When June finally awoke, she awoke to the sound of gunfire pinging harmlessly off a metal surface. The sun was beating down on her, and the smell of sulfur was strong in the air. She blinked a few times, confused by what exactly was going on. Last thing she remembered was…was…

Her eyes went wide, "Oh…crap…"

Now she remembered what had happened. Captain America had shown up out of nowhere to save her, and then asked June to help him take on MECH. She rubbed her forehead, trying to dull the pounding that was reverberating through it. But that was a secondary focus, as she was more concerned about that bizarre dream.

And then a bullet streaked by her face and punched a hole clean through the cargo container she was sitting next to, "Get down!"

A gloved hand pushed June back to the ground, and a large figure seemed to blot out the sun with his raised shield. It took June all of five seconds to figure out that it was Captain America, defending her prone form with his red, white, and blue shield. So in other words, it wasn't a fever dream.

June had superpowers, she was wearing a costume, and Captain America was currently fighting terrorists. Good god her life had gotten weird.

In the distance, a rather large group of MECH goons had begun to gather around, numbering in the several dozen's now. The fact that Cap was crouched behind a low concrete wall was the only thing keeping the sheer firepower from tearing him apart wherever his shield wasn't covering himself. June clamped both hands over her ears, the chatter of gunfire growing louder with every second.

"What's…going on?" she murmured. Last she remembered, there had only been three MECH goons.

Cap spared her a glance, "You fainted. Heat stroke probably."

A deep blush crossed Junes face, "Oh…right."

That had to be it, a heatstroke. It had nothing to do with Junes inner fangirl exploding into oh so many pieces with pure undiluted glee. No, that couldn't be it at all…

Another round pinged off the steel container opposite the wall June was lying behind, making her wince, "The alarm alerted the rest of the facility." Cap tried to explain, "And now MECH is sending everything this way. If you've got something that could even the playing field, it'd be appreciated if you could use it."

Cap was a super soldier, yes, but he wasn't invincible. Even with his shield, charging a dozen men with high powered rifles was suicide. June blinked a few more times and shook her head. The initial fogginess that shrouded her mind was slowly lifting. She peaked over the edge of the wall, trying to get a grip on the general situation.

Most of the soldiers were groups relatively close together, dragging crates and pallets into place to use as cover whenever Cap saw fit to fire with the pistol strapped to his thigh. Though hand cannon might've been a better term given the size and noise level of the weapon. Surrounding the guards and the two supers themselves, were rows of large steel loading crates. What was in them, June didn't know. There were also a handful of them behind Cap and June, boxing them in.

She pushed herself up onto her knees and fluffed her still glowing blonde hair back. She might need to get it cut just for efficiency sake. Another bullet flew by her and bounced off the steel wall once more. And like a switch had been thrown, an idea popped into Junes head.

"I might have an idea, Captain." she told him, "But I'll need you to distract them for a little bit."

The Captain nodded, "Can do ma'am."

He rose and pulled his pistol forward, firing at the soldiers. They ducked under cover for a moment, and the fire ceased. Seeing her chance, June got back to her feet and ran towards the wall of steel. The familiar tingling of energy flowed through her body and she lifted up into the air, ascending to the top crate.

"Hope I'm strong enough." she murmured, and grabbed hold of the large container. She dug her fingers into the corrugated steel plating, and felt it crumple under her grip.

With a low grunt, June heaved back on the container. Said container groaned in protest at first, and then… was slowly lifted off the other containers. With another grunt, June hefted it overhead. The large container weighed heavily on her for a moment, threatening to crush her. The golden aura around her flared brighter, and suddenly the container didn't feel to heavy anymore.

Junes eyes burned white hot, and she held the container triumphantly overhead, like a trophy. Which scared the ever loving crap out of the MECH goons below. They stopped firing and gaped at the woman with super strength in shock and awe. Even the Captain seemed caught off guard by Junes super strength (A fact that made her heart do a little tap dance).

That awe quickly shifted into panic when June decided to throw the container at the troops. They scrambled away from the plummeting steel death trap, many screaming and letting out curses. The box hit with a colossal screech of steel on concrete, shaking the ground in the immediate area. The momentum of the throw kept it skidding forward, sending sparks everywhere in its wake.

When the container finally came to a stop, there was now a makeshift barrier cutting off the only easily accessible entrance into June and the Captain's little stronghold. June descended from the sky and landed next to Cap, let out a tired sigh, and collapsed against the nearest container.

"That…was heavy…" she breathed.

Cap looked at her handiwork briefly, and smiled, "It did buy us some time though. Good work Ms. Marvel."

She turned away with a blush, "Was nothing… I wasn't even sure I was strong enough to pull that off."

"Apparently, you were." Cap said, while looking at the pile up June had made.

"That'll buy us a short time to set up our next move." he moved forward, leaving June standing there blinking.

She quickly ran after him, "Wa-wait, next move? What are you here for exactly?"

"Search and destroy." Cap replied. He stopped at the wall of crates and looked up, "Find any Intel on MECH I can, then call in the cavalry and take the facility down."

He spared June a glance, "If you can help, it'd be appreciated ma'am."

"Oh…I'd love to…It's just, I'm sort of new at this and…" June looked away awkwardly.

The Captain frowned and turned around to face June, "Miss. If you can help, then help. I'd gladly accept the help. But if you're going to be more of a hindrance, than I suggest you leave now, before someone gets hurt."

June blinked in surprise, "I…I…" she really didn't know everything about her powers yet. Sure, the group of MECH goons had been dealt with, but…

Suddenly, her hands tightened into fists, "No. I'll stay and help. Tell me what you need me to do to, Captain."

The supersoldier smiled faintly, and pointed over the crates, "Handle the northern half of the facility. Make sure no one gets in and out, but try to keep casualties to a minimum. If things start getting hairy, contact me on this."

He held out a small cylindrical device in his hand, no bigger than the edge of a q-tip. June picked it up between her thumb and forefinger, and slipped it into her ear, "Like that?" she asked.

"Like that." Cap confirmed, "Tap once to open a transmission, tap twice to end it."

June nodded, "Anything else?"

"That'll be all for now ma'am. I'd get a move on, the guards'll regroup soon."

"Right." June took off into the air and shot northwards, leaving the Captain to climb the small stack of steel containers.

Without breaking a sweat, he jumped up and grabbed hold of the ledge. He took a breath of air, then pulled himself up, jumping up on the edge. He repeated this with the next two containers, and ran across their edge towards the large main structure towards the center. Without pausing, he jumped from the containers to the main superstructure.

Cap slid backwards and hopped off the building onto the ground. A small steel door marked 'EXIT' in big red letters, stood in front of him. Cap opened it and entered into a room of darkness. He felt around for a light switch by the door, and the lights flickered on, revealing he was in a long hallway.

The next few minutes that followed consisted of the Captain slowly making his way through a labyrinth of twisting and turning corridors, one leading into another. He passed few several small empty rooms and one locker room. It seemed the base was either understaffed, or they'd already dealt with most of the staff outside. Neither option made the Captain drop his guard for a second. Years of combat experience told him that when a facility seemed abandoned, the opposite was _far _more likely.

So when a mysterious figure suddenly tackled him, Cap wasn't completely caught off guard. He was still shoved into a nearby wall, where his back cracked and he grunted in pain, but he quickly paid his mysterious attacker back in kind, by delivered a swift knee to their mid section and bashed their face in with his shield.

The attacker fell onto their back and scrambled towards the nearest door, taking advantage of the Captains disoriented state. By the time he managed to get to his feet and regain his senses, the attacker was just…

Gone.

* * *

><p>June floated a few feet above the entrance to the MECH facility with her arms crossed and the wind tearing at her scarf. She brushed some of her glowing yellow hair out of her eyes, and kept a close eye on the main driveway. Off to the side of the gate, a half dozen MECH mook's were tied together, unconscious, with a steel girder June had found.<p>

Every second she used her powers, she felt like she was getting stronger now, and when she faced the soldiers, that had been obvious. Bullets had bounced off her body, stinging her like rubber bands but leaving no real damage. And with her new strength and speed, the men had gone down easy.

That had been about ten minutes ago. Since then, the low drone of the base alarm had been silence and there had been no visual sign of MECH troopers. Inwardly, June hoped that meant the rest had been dealt with, and that, say, Captain America wasn't being overwhelmed by a horde of soldiers.

"I should call." she thought, running a gloved finger over her ear. The little comm. device was nestled comfortably in place, though she'd not received a single transmission yet.

Which either meant Cap was trying to be stealthy, or he'd already been captured. Neither sat well with June, and she was beside herself with worry, "If he's in trouble and I don't call, that'll make things worse. If he's not and I do call, that won't make things any better. Ugh, this hero stuff is crazy."

As a nurse, June was used to crazy situations. Part of the job title. But most of her work involved being told where to go and generally what to look for. Making a medical decision on her own though, wasn't that common. And now she was in the middle of what was essentially a combat zone with the decision to contact her only ally and risk getting him into trouble.

Of course, if June had better military training she would know that was ridiculous. Cap's comm. device was far from loud enough to alert anyone of his presence, and the soldier himself had enough battlefield experience he could answer a transmission without alerting the whole base. But June didn't know that, hence her dilemma.

She bit her lip, "Well… better safe than sorry, right?"

After all, if she could help _the _Captain America out, her fangirling dreams would come true. Well, _almost _all of them. June made a mental note to delete a certain file from her computer when she got home.

Her thoughts of potentially mortifying fanfiction aside, June shook her head and looked forward again. And to her surprise, she saw a familiar blue and red figure approaching her. It was the Captain! Healthy and unharmed!

"You're alright!" June quickly descended to the ground with a big grin on her face.

Cap slowly came to a stop, wearing a more solemn expression. June cocked her head to the side, "Is something wrong?"

"I was attacked inside. They're fortified in good. I needed your help to break through." Cap explained.

June blinked, "Oh, right. Why didn't you just call me on the comm?"

Cap's eyes darted to the side for a moment, "I was… distracted at the moment. It slipped my mind."

That made some sense to June. After all, if she was being shot at, she'd be likely to forget about her comm. too. It wasn't a stretch to imagine the same happening to someone like Captain America, if the situation was hairy enough.

"Okay. It was in the main structure?"

Cap nodded, "Near the vehicle pool."

"Then let's go." June started forward with the Captain right behind her. She kept her eyes focused as she walked, trying hard not to squee over the fact that _she _was helping _Captain America_!

And it was this focus that kept her from noticing the Captain reach towards his holster and grab onto his pistol. Nor did she hear him pull back the slide, let it click back into place, and level it at the back of her skull. June paused at the front of the structure and scratched her chin.

"Where is the vehicle pool exactly."

Cap's finger rested on the trigger, "Beats me."

A loud bang, like the crack of thunder, echoed across the empty base, rebounding off the steel crates and into the desert air. It seemed to hang in the air, unmoving and refusing to fade away. Its echo was soon accompanied by the sound of a small metal object clattering to the floor, followed by-

"OOOOOWW!"

June grabbed at the back of her skull and hunched over in pain while stars flashed in her eyes. A sharp pain like a spike being driven into her head kept hammering at the very back of her skull, over and over. She touched the area with a tentative hand and hissed in pain. There was no blood, but there was a _nasty _bump already forming.

June rubbed her eyes and stood back up, careful not to touch the bump, "What was that?"

Cap slowly backed away, lowering the gun, "That…was supposed to kill you…"

The woman whirled towards the Cap, a bewildered look on her face, "What!? You… you tried to kill me?"

The Captain was slowly backing away, but June didn't pay attention. She was confused, baffled… heartbroken. Why was Captain America trying to kill her? What had she done to turn her hero against her. June had done what he said to the letter, hadn't she? So then, why… why would he-

The red and blue of Captain America's shield flashed by from _behind _June and hit Captain America in the face, knocking him flat on his back. June blinked a few dozen times, following the trajectory of the shield back… into the hand of Captain America.

"You alright Ms. Marvel?" he walked up next to her.

Junes' jaw fell open, "I…you…gun…bullet…WHAT!?"

The other Cap, the one that shot June, got back to his feet, rubbing his chest, "You were supposed to die. But of course, you had to be one of those hero's that's immune to bullets, didn't you?"

The Cap next to June (Lets call him Cap and the other Tain), looked at his June, "The 'me' that attacked you is one of MECH's agents, a shape-shifter. They took my form to try and get the drop on you. And obviously, they didn't know about your durability."

June rubbed the back of her head, immediately wincing, "Y-yeah… I guess they didn't."

Then she turned to Tain with an angry expression on her face, "You've got a lot to answer for buster."

The duplicate reached into its belt, "Yeah, no." and tossed a small cylinder at the two.

Cap raised his shield, "Grenade!"

June shot upwards in response. The explosion sent a geyser of smoke and fire into the air, knocking Cap back while June only felt a slight wind from the shockwave. She looked past the smoke and saw Tain making a break for the base exit.

"Oh no you don't!" June sped after the double, quickly catching up to, and surpassing Tain.

She tried landing in front of and blocking Tain's way… didn't work out so much. June still needed to practice her landings, because the result was landing on her feet… And her momentum carrying her upper body forward. Consequently, June tumbled forward and crashed face first into an undignified heap on the floor. Not the most heroic landing.

Tain shook his head as it ran past the out of commission heroine. Still didn't get very far though, since Cap threw his shield at the back of its legs, the knees to be specific. They immediately buckled and Tain fell forward onto his face. A moment later, Cap tackled the double to the floor, pressing his shield into its chest.

"Who are you!?" the Captain demanded.

Tain pushed back against the shield with a smirk on his face, "I'm afraid that'll have to be a mystery, Captain."

The doppelganger kicked Cap in the stomach, and pushed him back. It quickly rolled back with its own shield in hand, and fired at Cap with its handcannon. The rounds harmlessly bounced off his shield, but kept him at bay… for the moment.

June slowly pushed herself back to her feet, and shook her head to regain her senses, _'Note to self, practice landings' _she thought. The sound of gunfire quickly caught her attention, and June looked up at the fight before her. She saw one Captain America shooting at another Captain America… and had no idea which was which.

_'Oh… oh crap…' _she was stuck. On the one hand, Cap could've gotten the upper hand on Tain. On the other, it could be Tain firing at Cap. How could she figure it out though without asking them? And that wouldn't work, since Tain would probably lie…

A light suddenly flickered on in Junes mind, and she knew what to do.

Which is why, a few seconds later, Ms. Marvel suddenly attacked Tain, charging towards it like a freight train. Tain had time to yelp, bring up his shield, and let Ms. Marvel wail on it. One punch hit the smooth surface of the red, white and blue circle. It held for about half a second, and then exploded into metal fragments.

"GAGH!" Tain jumped backwards, cradling its arm while the remains of its shield clattered to the floor.

Ms. Marvel brushed her fist off, and Cap walked up next to her, "Good call. How'd you know which was which?"

"I didn't." she admitted sheepishly, "I just figured the fake's shield wouldn't be made of vibranium, so it'd break if I hit it hard enough."

Cap blinked, "…Oh. Well… good call still."

Ms. Marvel blushed heavily, "It was nothing." she muttered, scuffing her boot against the pavement.

Both heroes quickly turned their attention back to Tain though, who was already backing away, "Son, you'll be coming with us now." Cap informed him, reaching into his belt.

Tain laughed bitterly, "I'll have to pass, 'Captain'. As for you, bitch." it glared at Ms. Marvel, "I'll be seeing you again soon. Count on it."

What came next surprised both Cap and June. Tain's entire form shimmered like water, flickering and morphing into something… or rather, someone, entirely different. The tall muscular Captain America duplicate was gone, replaced with a slightly shorter blue skinned red haired woman.

Her skin was smooth blue, and her eyes were bright yellow, like a cats. She wore a white dress that came down to her ankles, with a belt of skeletons around her waist. Her hands were gloved and her red hair slicked back against her neck. She also had a super model figure that made even June do a double take.

Cap just scowled, "A mutant working for MECH? Have to admit, I didn't see that coming."

The blue woman grabbed one of the skulls on her belt and ripped it off, "It's a gift." she growled, and threw the skull at the duo. It hit the concrete and exploded into blinding light. June yelped and covered her eyes. Cap ran forward with his shield in front of him, trying to catch the woman…

But when his sight returned, he found she was gone.

Again.

* * *

><p>Following the woman's disappearance, pacifying the rest of the facility was easy. Ms. Marvel and Captain America made short work of the remaining soldiers, and had them all gathered and restrained atop the main facility, on the helicopter pad that rested there. In the distance, the sun was finally beginning to set, lighting the sky on fire with oranges and reds.<p>

June and the Captain were shaking hands on the pad at that moment, "It was a pleasure working with you, Ms. Marvel." Cap told her.

"Likewise… Captain." June restrained a giggle, trying very hard not to fangirl again, "I never thought I'd get to meet you in person."

Cap released her hand and smiled, "Life can be funny like that, I will admit. And before I forget, can I have the comm. device back?"

June blinked, "Oh! Right!"

She plucked the gadget from her ear and handed it back to him, "Sorry, almost forgot. Though… if you take it back, will that mean I won't see you again?"

A small smile tugged at Cap's lips, "I wouldn't say that. I have a feeling we'll see each other again in the future. For now though, you should head out before my superiors show and decide to 'question' you."

The way he said question made June shudder, and she gave a nod, "Alright…" she lifted into the air and waved goodbye, then flew off towards her home again, leaving her idol behind.

It had been a strange day for June to say the least, what with the super powers, mutants, crime fighting and superheroing. But the funny thing was? June wouldn't give it up for the world. Even ignoring her encounter with Cap, she still wouldn't take it back. For the first time in a long time, June felt like she could make an honest difference in people's lives, a feeling she'd not had since she first became a nurse.

Of course, she'd remain as a nurse, but when she wasn't at work? Looks like Ms. Marvel had a new hobby to take up…

* * *

><p>Nearly a week after June had attacked the MECH base, she found herself in the grocery store once again. This time, picking up cake frosting and candles. Jacks birthday was fast, and June had to set aside her superheroing for the day to pick up some items for the party at the Autobot base. The biggest one of course, being the cake. That one was especially important for a party, at least to June. Couldn't have a party without cake.<p>

But as she grabbed those items and continued on her way through the aisle, she ran into a familiar face. Almost literally, though this time her shopping cart ran into him. A familiar tall man with blonde hair, a well tone physique and strong jaw.

"Oh! Sorry!" June apologized, feeling a distinct sense of déjà vu.

The man turned towards her and noticed the cart, "Oh, it's no problem… June, right?"

She blinked, "Um…yes! Yes, sorry."

"It's no problem." the man assured her, then rubbed his chin, "You look… different though, from last time?"

A small blush worked across Junes cheeks, "Ah, well… you know, been working double time at the gym lately… You never did give me your name last time we met though."

The man blinked, then laughed, rubbing the back of his awkwardly, "I guess I didn't, did I?"

He extended his hand, "Rogers. Steve Rogers."

June shook his hand, "A pleasure to meet you Mr. Rogers. Though you already know my name, obviously, of course."

_'You are so bad at this!' _she mentally screamed.

Steve released her hand and shrugged, "I'm good with names, I've been told. I am sorry for not giving you mine last time."

"It's no problem, really…" June quickly said. That got a short laugh out of both of them. While in Junes head, two voices were arguing.

_'Ask!'_

_'I'll look desperate!'_

_'You _are _desperate! Just ask, damn it!'_

_'It's not necessary!'_

_'It couldn't hurt either!'_

_'What if it scares him off!?'_

_'What if he says yes?'_

That thought was enough to steel Junes nerves for about… four and a half seconds, "Ifyournotdoinganythingwouldyouliketogooutsometime!?" the sentence just poured out of her mouth, and when it was out, June immediately clapped her hand over her lips.

Steve froze, processing what June just asked. Junes entire face turned blood red and she was having a hard time not burying her head in the ground. She'd asked too quickly, with no lead in. It was a horrible idea, he was going to say no, he was going to think she was desperate, he was going to-

"Alright, does tomorrow night work for you?"

-say yes!?

June stood there, slowly swaying side to side while the entire world seemed to spin around her. He said yes. She wasn't hearing things, he said yes… She asked, and he said yes… He said yes…

HE SAID YES!

Steve snapped his fingers in front of Junes face, making her lurch back to reality, "Hu-wha!?"

"You alright June?" Steve asked with a concerned look.

She blinked a few times, "I…um…yeah. Sorry. So… tomorrow night then?"

Steve smiled at her, "Sounds like a date to me."

**A/N: So… *coughs awkwardly* I am **_**really **_**sorry for the long update wait guys. I was busy looking for jobs, with getting ready for school… and procrastinating… a lot. Again, sorry, sorry, sorry.**

**I hope the chapter was good enough for my return, and I do plan on working through the next few chapters as well. Especially since we start adding to the roster of Marvel heroes. Who do we see next chapter? I won't say his name, but I ask you all to tune in next chapter… and watch as the human rocket takes flight!**


	6. Chapter 6

Chapter 6: Party Time

June was floating on air. Not literally for once, but metaphorically. Her first date with Steve had been heavenly. It hadn't been anything too fancy. The two of them had exchanged numbers and set up to meet and mingle. It was a semi-formal event that finally gave June an excuse to break out that little black dress of hers.

When they met up, things had moved smoothly, a first for June. They'd talked, laughed, and all in all had a wonderful time together. That had been over a week ago now, and the two had met up twice more in the intervening time. June finally told Jack shortly before their third date, and the conversation was the only sour note of the whole issue.

And even then, that was relatively speaking.

_"…You're dating?" had been Jacks slow and cautious response._

_June nodded, "He's a nice man Jack. I'll have to introduce you two soon."_

_Jack looked down at the counter, "Are you sure mom? Is he really good, or…?"_

_A memory of harsh words, stinging blows, and unrepentant pain flashed through Junes mind. She shook off the memory and smiled reassuringly at her son, putting a hand on his shoulder, "I'm sure Jack. But if things take a turn for the worse, I'll break things off. I promise."_

_"Just… be careful mom." Jack pleaded. "Please…"_

That had been two days ago. And was hardly Junes focus at the moment. Instead, she was putting the finishing touches on Jacks cake. His birthday was today, and he was still at school. June had taken the day off (Both from normal work and hero work) to work on the cake and wrap his presents. When she finished, she was supposed to contact Ratchet for a bridge back to base.

June bit her lip, concentrating as she finished the last bit of writing on the cake. June might not be the world's greatest cook, but she could make a damn good birthday cake when the occasion called for it. Chocolate fudge with vanilla icing, her sons' guilty pleasure. Jack hardly admitted it, but he had a massive sweet tooth. Hence why June fed him healthier foods instead; if the boy had his way, he'd be a living tub of candies and chocolates.

But for his birthday, even the seventeenth, she was willing to make an exception.

June arranged the candles in four spaced rows of four and five, making sure to avoid the big blue _'Happy Birthday!' _inscribed on the large pastry. It was definitely her best cake yet, and she hoped the humans enjoyed it. June felt a touch bad the Autobots wouldn't be able to enjoy it, but Arcee (Who had quickly taken over as party planner for the base) had assured her Autobots had their own party treats they could partake in.

"Well… that's the last of it." June sighed, and washed her hands off. Now she just had to get it and Jacks gifts to the base.

June looked over at the three gifts on the table. One was in a large blue bag with silver paper sticking out of it, the other was a smaller box wrapped in silver wrapping paper, and the third… The third could fit into Junes palm and was roughly wrapped in golden wrapping paper. The third was not a gift June had gotten for Jack.

It was a promise she'd made a long time ago to his grandfather that she was finally seeing through. On her sons seventeenth birthday, she'd been asked to give the tiny gift to him. It was hard for June to say no, so she had wrapped the little device and hoped that Jack would be able to figure out the gift. Because she sure hadn't.

"Alright," she started stacking the boxes atop each other, "it's about time to call Ratchet in, and finish getting set up…"

She flipped her phone opened and started to dial the base, when the device began to ring. June blinked and then smiled at the caller ID. It was Steve.

"Hello?" she answered.

_"Afternoon June." _Steve said over the phone.

June smiled softly and leaned against the counter, "Afternoon Steve, to what do I owe the pleasure?"

_"I actually needed to tell you something." _Steve admitted, _"I've got business out of town in a few days, and wanted to make sure you knew."_

June glanced at the clock on the wall for a moment to check the time, then turned her attention back to Steve, "Well, I do now. Where exactly are you going?"

_"Going to DC for a little while."_

"Big city. Long trip?" June asked.

_"About a week or so. Depends on how things go."_

June walked back to the island and pulled out a chair, "I see… Will you be able to get calls?"

_"If I'm not too busy, sure." _Steve assured her.

Of course he could, it was DC. June mentally smacked herself for asking a stupid question, and tried to redirect the conversation.

"Well, then if you're not too busy, maybe we could get together for one night before you go?" she suggested hopefully.

_"I was actually about to suggest that."_ Steve's smile was obvious, _"Do you have anywhere in particular?"_

"Not another restaurant again, we've done that to death." June quickly said. A girl could only enjoy a fancy night out so many nights in a row.

Steve chuckled, _"Fair enough. I actually heard there's supposed to be a… meteor show? In two nights, if you want we could go out of town, just the two of us to watch."_

June giggled, "A night under the stars Steve? That's so cheesy. I love it!"

_"You do?" _Steve sounded genuinely surprised that June's idea of a good time was going out in the middle of nowhere to watch falling rocks in the sky.

She nodded, "Yeah! Just what I needed Steve. So its two nights from today?"

Steve coughed, _"Yeah, two nights at about midnight."_

"Well, then I'll see you then." June said. Oh she was looking forward to this now.

_"I… guess you will."_

June looked back at the clock and sighed, "Now, I've got to go Steve. Getting ready for Jacks birthday."

_"That was tonight, right?"_

"Yeah."

_"I'll let you be then June. Tell Jack I said happy birthday."_

June was silent for a moment, her eyes flicking at the little golden wrapped present atop the other two, "I'll do that. Talk to you later Steve."

_"Goodbye June. Have a good day."_

"Thanks." June hung up and let out a sigh. Time to finish her work on the party. She only had a short time left until Jack was out of school.

She flipped open her phone and dialed the Autobot base again, "Ratchet? It's June. I'll need a bridge."

The sun beat down on Jack when he exited the school building, rubbing his face and letting out an annoyed grunt. Despite being his seventeenth birthday, school had been awful as usual. Classes dragged on and on, and the personal issues he was suffering from at home had made him a touch snappy.

To be specific, Jack was less than happy about Junes' new relationship with 'Steve'. From what his mother had told him, the man was as nice as they came. But Jack was still suspicious of him; after all, looks could be deceiving. His own father had been a very nice man at first. And then his true colors were revealed, and they all had suffered for it. Jack was just being cautious, he was afraid June would move to fast and regret it.

He shook his head and tried to forget about little details like that. Today was supposed to be a happy day, not one where he brooded over his mothers dating life. So, Jack shoved the thought away, and continued forward with his darker thoughts left behind. A small smile crossed his face as walked towards the familiar blue chassis of Arcee. She was parked at the opposite end of the lot for once, behind a conga line of cars picking up students from their own long days at school. Jack had just stepped onto the asphalt, when a familiar voice called after him.

"Jack!"

He paused, turned back around, and blinked in surprise "S-Sierra?"

A familiar red head was walking after him with her books in hand and a faint smile on her face. She was a fiery red head, with pale skin and a petite frame. Her hair was _always _in a long ponytail, and today she was wearing a white blouse and skinny jeans, the latter of which hugged her shapely legs _very _tightly. Something that Jack took quite a notice of.

Anyone who knew Jack on a personal level knew that he was completely gaga over Sierra. In fact, his little crush had been the source of quite a bit of trouble for the teen, nearly getting Vince captured by the cons, and even being indirectly responsible for meeting Arcee in the first place. Admittedly, Jacks attempts at 'wooing' her had ended in spectacular disaster, and he assumed she was done putting up with his crap.

So the fact _she _was trying to get _his _attention was a bit of a surprise. Sierra stopped in front of Jack and bit her lip nervously, "Hey, thanks for waiting up…"

"I…ugh…yeah…" Jack fumbled, words failing him. Off to the side, a few students snickered at the spectacle, before continuing on their way.

Sierra brushed a strand of red hair out of her face, "Yeah… I, um… Well, today was your birthday, right?"

Jack stared at her, "…Yeah…" his voice was small.

"Okay, good…" Sierra nodded, gaining a sudden interest in their feet, "I just wanted to wish you a happy birthday then and… um…"

She took a deep breath and brushed her hair back again, "Would you like to hang out sometime? I mean, I don't really have anything going on this Friday, so if you want to get together or something…" she bit her lip hard, while Jack…

Well, he reacted in the usual Darby manner. Lots of stuttering and nervous head scratching, "Wa-wait… A-ar-are you as-asking me out!?"

"…Maybe?" Sierra replied, looking away sheepishly.

Jack _almost _fainted on the spot. Stars flashed in his eyes, his legs went weak and wobbly, and he could've sworn he saw a long tunnel of light in the distance. His legs managed to stay upright though, so Jack just stood there with his jaw practically on the floor.

"Is that a yes?" Sierra asked.

"I… Yes, of course!" Jack half laughed half sputtered. A few more students snickered before they're parents scolded them and dragged them off to their cars.

Sierra's smile lit up with a smile, "Great! So… Friday, say… six, at the mall?"

"Definitely." Jack agreed, wearing his own big goofy smile, "I'll see you then?"

She nodded, "Yeah, see you then."

For a brief moment, both teens stood there awkwardly, not really sure what to do. This had never happened before for Jack, he was rather inexperienced with the ladies. So, after a moment of standing there, they both took a step back and began to walk off. The remaining students waiting for pickup snickered at the sight..

Jack ignored them and hurried up next to Arcee, and quickly straddled her seat. He slipped his helmet on and really hoped she hadn't seen the large blush spreading over his face. Last thing he needed was Arcee teasing him too. The two slowly backed out of the parking space until they were facing the exit.

Arcee's mirrors flicked up at him of their own accord, "What was that all about?" she asked. Her engine rumbled to life, and they sped out of the parking lot.

Jack coughed and tried not to look at her dash, where he knew one of her alt mode cameras lay, "Um… just Sierra asking… asking me out."

They turned onto Main Street and began the slow drive out of Jasper. Arcee let out an amused chuckle, "Really? Sierra asked _you _out?"

"Hey!" Jack said defensively, "Don't act that surprised!"

"Jack," Arcee started, her tone dry, "you were about as awkward with Sierra as Bulkhead is with light footsteps. Forgive me for being more than a little impressed that it was _her_ that asked you out, and not the other way around?"

Jack, realizing she had a point, looked to the side dejectedly, "Okay… fine. Point taken. Are you done raining on my parade now?"

"Considering it."

"Fantastic." Jack leaned back in his seat when the two came to the last stop light. Really, Arcee did have a point there. But was he going to let that discourage him from trying to make this work with Sierra? No way! He'd sooner give Megatron a buff job than give up on _that_!

The light turned green, and Arcee shot forward. G-forces tugged at the back of Jacks shirt and nearly pulled him off onto the ground, but this was a practiced arrangement between the two. Jack kept himself loose for the initial jolt, then tightened his grip on her handlebars when she began to pick up speed. The wind tore at his shirt and roared against his helmet, and Jack loved it. The speed, the pure freedom it gave him was addicting. Each time they performed their little ritual, it just became more and more enjoyable.

Though the speed Arcee reached as they left Jasper behind was far from legal, neither particularly cared, as it was also their guilty pleasure. Air pushed against them, as if trying to stop them in place, but Arcee was much stronger than any amount of wind. Jack lowered himself forward, so as to make himself more aerodynamic. This was their moment, driving through the near abandoned desert with only each other as company, when they felt their most powerful together. They were fast and strong, not even nature could challenge them.

Little wonder that Jack got more than a little 'drunk' on the euphoric rush that flowed through his system. Arcee revved her engine hard, cranking her speed up and reducing the surrounding landscapes to nothing more than a mosaic of browns and blues, accompanied by the howling of the wind.

Once again, the duo beat nature, and soon the familiar impossibly tall Mesa that was the Autobot Headquarters appeared before them. Arcee kept her speed going, heading straight for the T-intersection located directly in front of the base of the mesa. They hit the dirt with a solid thunk, but like before, this was a practiced ritual.

Jack barely loosened his grip, and straightened up in his seat. Arcee slowed herself slightly, just enough so that the front of the mesa split open right before they would've crashed right into it. The rumbling doors parted behind, and the two partners chuckled to themselves at Ratchet's annoyed grumbling. He'd have to wait for them to open fully before he could shut them again, one of his many pet peeves around the base. Also, the funniest to bug him with.

Arcee snaked through the large grey tunnel, illuminated by white florescent lights that hung over head and cast stark shadows at long intervals. There was no sign of the earthen rock that comprised of most of the mesa's walls, as the tunnel was entirely manmade. Though technically, so was the rest of the base.

After a moment in the tunnel, the duo finally emerged into the main hall of the Autobot base, where its large platform towered over the likes of Jack and other humans, while normal Cybertronians would find it chest high at most. Save for Arcee, but she was the smallest bot of the bunch.

She slowed to a halt next to Ratchets terminal, and let Jack hop off. He removed his helmet and ran a hand through his helmet hair to fluff it up again. Then, he smiled up at Ratchet, "Afternoon Ratchet."

"Jack." he greeted, without turning from his terminal. Typical Ratchet.

The teen spared a glance around base while Arcee transformed. He noticed that it was strangely empty. No sign of the Autobots, no distant echo of the TV playing, and no Miko being… Miko. Something was up.

"Where is everyone?" Jack asked.

Ratchet grunted, "Busy."

Jack stared at him for a moment and sighed, "You're obviously in a good mood today." then, he continued towards the stairs.

Arcee casually leaned against the platform, her head barely rising above it. Just barely, the edge of her pink metal lips twitched upward into a smile, before quickly smoothing out again. Jack had to raise a brow as he climbed up the admittedly steep staircase.

"What's up with you?" he asked her.

The femme shook her head, "Nothing… nothing…"

Once more, Jack frowned as he reached the top of the human platform. And was then blasted by several loud voices yelling at once, "HAPPY BIRTHDAY!"

Jack took a step back and rubbed his eyes, trying to figure out what the heck just happened. Miko, Raf, and his mother were standing in front of the table with a series of presents in bright wrapping paper set atop it. Several small streamers were waved around the tables legs, and Miko set off a handful of confetti poppers. The other Autobots that had been missing emerged from the hallway, clapping their servos together and chuckling. Save Optimus of course.

Jack had to bite back a laugh when he saw that Bulkhead and Bumblebee both wore large metal party hats that had been painted contrasting colors with their usual color schemes. A bright blue one for Bulkhead, and a dark black one with yellow stripes for Bee. And painted across Bulks chest in big white letters, was the phrase _"Happy Birthday!"_. Miko obviously convinced him to do that.

The bots crowded around the platform while Jack blinked a few times in shock, before a big smile spread over his face, "How long have you guys been planning this?" he demanded playfully.

"Long enough." Arcee said, her own smile returning, "With Junes help, of course."

June walked up next to Jack, and hugged him with one arm. He winced in embarrassment and pain. When did she get so strong?

Optimus walked up to the platform while Arcee quickly turned to the other bots and began giving out orders to them. Apparently there were even more things for this little surprise party of there. Though technically, Jack realized, it was _his _surprise party.

"You are the first human who's date of birth we've had a chance to celebrate." he explained to the teen, "So it was decided to make it… special."

Jack blinked once, then smiled, "Thank you then. I really do appreciate it guys."

"Hey wait a minute!" Miko yelped, scurrying up next to Jack, "Does that mean we're just doing a dinky birthday for me!?"

Typical.

Optimus shook his helm, "Of course not. You're date of birth will be just as celebrated Miko."

She pumped her fist, "Sweet!"

While Miko was busy being… Miko, the party commenced. Bee and Bulkhead returned from within the base soon enough with large empty Energon containers. Within were what appeared to be oversized rock candy on a metal stick. Ratchet explained that it was essentially raw Energon grown onto the steel. Apparently when the stuff was raw, there wasn't much fuel use from it, but it tasted _really _good to Autobots, and had a habit of causing their systems to over-clock.

In other words, major sugar rushes for the bots who ingested too many of the Energon sticks. It was more than a little worrisome when Bulkhead snuck off with a dozen in one hand. Optimus ordered Ratchet to keep an eye on him.

The bots had more than just rock candy though, as they broke out the High Grade Energon too. Energon that was triple refined to the point that it was the most efficient and expensive form known to Cybertronians. It could also apparently make them drunk. Again, rations were made from it, and Ratchet kept an eye on everyone.

While the Autobots began snacking and drinking though, the humans side of the party took off too, in its own way. Miko had been put in charge of snacks, and had actually managed to deliver. Three plates full of Japanese and American candies were neatly arranged on the plates in alphabetical order.

Jack had to stop and give Miko a look when he saw that, "How is it you can organize a snack table, but can't pass Arithmetic."

"Duh," she twirled a finger by her head, "Priorities man. Parties are _way _more important than school!"

Everyone stared at her for a moment, sighed, then dug into the snacks. June gave Jack the go ahead to actually eat sweets for once in his life, and by the time he was done loading up his plate, he might as well have taken the whole platter with him.

No regrets.

It didn't take long after the snacking began that Miko busted out the game console and challenged Raf to one of the many games they'd accumulated. Raf had accepted timidly, and so the gaming had begun. Miko lost. Thirteen times.

"What!?" she yelped once more as her on screen character was punched into oblivion.

Raf calmly pushed his glasses back into place, "Well… Want to do 14 out of 26?" he asked innocently.

Miko slumped in her seat and tossed the controller to Jack, who's hands were currently occupied at the moment with a king size Reeses pack, "Nah, I'm done getting my aft handed to me. Jack can take over for now."

Jack swallowed a peanut butter cup and blinked, "Um… alright. Sure."

He set the treats down and got to playing. The game was a little more even this time, but Raf completely decimated Jack, ten to three. Jack slumped back in his chair, blinking a few times in amazement.

"Raf… when did you get so good?" yes, the preteen was rather good at gaming, but not _this _good. Not normally.

From the side of the platform, where Bee and Arcee watched, the yellow scout beeped and whirred. Raf gave a shrug, "I don't know Bee. Lately I've just been… I dunno, things like my computer and the games have gotten easier. Maybe it's a gift."

"Maybe Jack and Miko just aren't that good?" Arcee suggested.

The teens glared at her indignantly, but she just smirked innocently. How she managed to pull that off, was a question in it of itself. One that was quickly surpassed by the racket in the medical lab.

"Chug chug chug chug chug!" Bulkhead chanted.

Blinking, the kids (And June) investigated the area overlooking the medical lab and saw a peculiar sight. Ratchet and Optimus in the midst of a drinking contest. Three cubes of High Grade lay empty next to both bots, and Ratchet was swaying side to side.

"What is this?" June demanded, directing Raf back towards the couch with one hand. He was too young for this.

Bulkhead chortled and looked at June, "Ratchet and Optimus are seein who can hold their High Grade better! It was Ratchet's idea. Once the guy gets a bit of High Grade in his systems, well…"

The big green wrecker gestured at Ratchet, who was pointing at Optimus half heartedly, "I've dealt with the best… Prime…" he slurred, hiccupping mid speech. Jack face palmed hard while Prime looked amused.

Ratchet's head drooped for a moment, then jerked up, "And if ya… think you can out… drink me… well… you've gotta 'nother fing coming!"

He took the cube of High Grade and started draining it. June let out a disgusted noise and walked off, shaking her head. She didn't hate drinking, not at all. But she hated getting drunk, and hated watching others get drunk. Especially someone like Ratchet, who was normally so sensible.

Miko though? She was giggling like mad, hopping up and down in place with a large grin on her face. Ratchet finished his drink and set the cube down, open side down, "Ha!" he slurred.

"Beat… that Optimus…"

All eyes and optics turned on the Prime. With that standard Prime gaze on his faceplate, he raised the cube to his lips and casually downed the entire cube, setting it open side down. A barely noticeable shimmer ran down his spine, before he spoke.

"Do you really wish to continue Ratchet? Even with the kids here?" he asked. His tone of voice was… a touch more casual than usual. It seemed the High Grade _was _getting to him, albeit slowly.

Ratchet stuttered, "Of c-course! Why not?"

Optimus sighed, "Never mind. Continue."

Deciding _not _to watch Ratchet make a fool of himself, Jack departed the scene while Miko watched with her phone pulled. She was _never _letting Ratchet live this down. Odds were, neither would the other Autobots.

Jack met back up with June and Raf, as well as Arcee, "Well… that went south real fast." he noted.

Arcee winced at that, "Sorry Jack. I didn't expect that to happen."

"FINDLAND!" Ratchet screamed from the med lab.

Jack held back a chuckle and smiled at Arcee, "It's fine, let's just enjoy the party and ignore them, okay?"

"I WAN MY LAWYER BOT!"

That got the two to crack up, laughing at the sheer hilarity that was drunken Ratchet, "O-okay." Arcee wiped at her optic with a servo.

The rest of the party continued while that little incident went on, with Ratchet eventually collapsing after downing his sixth cube. Optimus had elected to bring Ratchet to his quarters, and informed the others he was retiring for the night. He wished Jack a happy birthday, and stumbled down the hall with Ratchet in tow.

After that, things returned to relative normalcy. A few more games were played, stories exchanged, all that jazz. Eventually, June brought out the birthday cake, and everyone still sober and around sang happy birthday to Jack. After he blew out the candles, it was passed around to those who could eat it, while the bots were content with their Energon Sticks.

Fifteen minutes later, and the cake was nothing more than a distant memory lying in ruins on the platter, with four empty plates stacked on top of it. The four humans slumped in the couch, rubbing their stomachs.

"Ooooh…" Jacks head rolled back, "Too many sweets… thanks mom."

June smiled from her seat, and heaved herself up, "Your welcome. And if we're done with cake, is everyone up for gifts?"

Miko shot up, "Oh oh oh! Me first!"

"Go ahead Miko." June chuckled. The Asian girl darted off into the small mound of gifts, and returned with a gift bag that she handed off to Jack once he was sitting up straight.

He thanked Miko and opened the gift up, "Um… Bulgarian Shriek metal?" he asked, holding a very confusing looking CD case.

Miko giggled and shook her head, "No! I couldn't find any other case to fit it in. Open it up."

Jack did so, and blinked a few times. Inside the case was a receipt for…

"An Ipod 6?" he had to do a double take. Junes eyes went wide and Raf quirked his lips.

Miko smiled and shrugged, "Well, you never seemed to have anything to play the music you wanted, so I convinced my folks in Japan to buy one for you. It's only an Ipod, so no calls, but I figured you could listen to your music."

Jack stared at the receipt in his hands, unmoving. Miko immediately drooped, "Do you not like it?"

"Miko… this is…" Jack searched for the right word, "Amazing… I… thank you."

She popped back up, "So you like it!?"

"Love it." Jack confirmed, "It's a great gift."

"Yes!" Miko pumped her fist. She'd agonized over that gift for way too damn long, and to hear Jack say he liked it _and _thank her for it? Icing on the cake!

While Miko celebrated her own little victory, Raf grabbed his gift and brought it to Jack. A square shaped device wrapped in silver packaging. Jack read the card, thanked Raf, and ripped it open. He stared when he saw it.

"Raf… this is your laptop." he said. It was the same silver smooth laptop Raf always used, meticulously cared for with but a few faint scratches along the cover.

Raf shook his head, "It _was_ my laptop. I'm building a new one right now, but I figured you could use something like that. It should help if I'm ever sick or something."

Jack looked from the laptop to Raf and back again, "Thank you Raf."

"Glad you like it." the preteen said. He looked past Jack at Arcee and Bee, "You guys wanna give your gift now?"

"Technically it's just mine," Arcee said, "Bee helped me pick it out though."

She reached into her subspace and presented Jack with a leather jacket. A biker jacket that was dark blue with silver stripes along the side, "Figured it'd be better than that ratty shirt you keep wearing." she explained.

Jack took the jacket from Arcee's hands and tried it on. The fresh leather was soft and conformed to his body, fitting like a glove. Jack stared down at it, amazed, then smiled up at Arcee, "Where'd you find it? How'd you even get something like this?"

Bee beeped the answer, "What'd he say?" Jack ask.

Arcee smiled, "Trade secret."

Jack gave her a deadpan look, "No really, what?"

"That's really what he said." she insisted, "Trade Secret."

There was a moment of silence from everyone… Followed by laughter. Bee really wasn't going to tell how they got the jacket, and that just made it funnier. Lord knew how Bee got it, but the image alone was hilarious.

Once they started calming down, June smiled, "Okay, last gifts Jack."

The teen nodded and grabbed the blue bag. He reached in and pulled out the contents to reveal a wireless mouse, "Raf and I coordinated." June said with a smile.

Jack nodded and ripped open the silver package next. This time, the contents were a new set of headphones, "Let me guess, coordinated with Miko?"

"No, coincidence." June and Miko said at once. The latter huffed and looked away, while June shook her head.

"Okay," Jack set the headphones aside and reached for the last gift, the tiny object wrapped in golden foil.

He held it in the palm of his hand and looked at June, "This doesn't say it's from you…"

Junes smile faltered, "It's not. It's from your grandfather… On _his _side of the family."

Jacks expression immediately went sour, "Then why…"

"Because, he asked me to give it to you on your seventeenth birthday. On his deathbed Jack. I couldn't have said no even if I wanted to."

Silence overtook the room, as everyone looked at the mother and son curiously, wondering why Jack had turned so… harsh. He seemed angry at the gift, or at least the giver of said gift.

June put a hand on his shoulder and whispered quietly to him, "Please Jack. You know your grandfather loved you. He didn't know what would happen after he passed. Just… open the gift."

Jack stared at her hard for a moment. June wore a pleading expression, one that asked Jack to at least give it a chance. To not let his grudge and bitterness rule over him for this one little thing. After seeing that, the boy sighed and looked at the gift, "Alright."

June smiled, "Thank you."

She received no response, as Jack sighed and peeled the gift open to reveal… A square piece of metal, "What?"

Everyone looked in close at the slab while the bots _tried _to look at it, to no avail. Jack ran a finger over the slab and frowned. It felt smooth like metal, yet when he applied pressure, it felt almost like cloth. Most of the slab was a shiny black, but a few streaks of gold cut through it as a stark contrast.

"It's… a rock." Jack sighed and slumped in his chair, "Grandpa wanted me to have a rock. Great."

He casually slipped it into his pocket and sat back up, "Well, let's move on then. We've still got a party to finish, right?"

Cheers all around, except from June. She wore a curious expression. The identity of the gift was already known to her, she wrapped it after all, but now she was wondering. What had Grandpa Darby wanted Jack to have this slab for? What was its real purpose and how did it pertain to Jack? June wasn't sure, but she made a note to keep an eye on the slab now that her suspicions were aroused.

But, for the moment she tried to focus on the party itself. There was still fun to be had, and she didn't want to waste her day off brooding. And so, June got up with the rest of the partiers and joined them. And the slab was quickly forgotten…

* * *

><p>It was late at night, close to midnight, when Jack and June returned home. June had stumbled into bed, exhausted from monitoring everyone at base. Arcee had wound up overdoing it on the Energon Sticks and had to be put into stasis before she talked everyone ear off. It was quite a surprise to hear her go motor mouth, and definitely funny. Bee and Bulk had managed to stay relatively stable and sober, operating the bridge so the others could get home. But now, June wanted sleep bad.<p>

Jack on the other hand, still had some energy left. He had helped his mother into bed, noting that she seemed to have gotten heavier even though she didn't look it. Afterwards, he retired to his room, kicking off his shoes and emptying his pockets. His fingers brushed against the slab of soft metal, and Jack frowned.

He pulled it from his pocket and weighed it in his hands, "Not gold or obsidian. What are you?"

Surprisingly, the slab remained silent. Jack sighed and shook his head. Casually, he tossed the slab onto his desk with a disinterested grunt. It bounced off his books and landed in front of his keyboard with a 'thunk thump'. For a brief moment it lay there silently, like the slab of metal it appeared to be…

Then, a thin crease spread over its side and it hissed. Jack paused, "What was that…?"

He turned around and approached the slab once more, picking it up from the top of the seam. The bottom half fell forward, hanging loosely from what appeared to be black cloth attaching it to the top. Jacks eyes bugged out of his head at this point.

"What!? It's some sort of…super cloth?" he grabbed the bottom and started pulling. It quickly grew taught and the top began to unfold in his hands. At this point, Jack was basically just letting the… thing unfurl at its leisure. He would occasionally pull and tug at parts that appeared stuck, but otherwise it seemed to open up on its own.

And as it did, the cloth started to harden, becoming shiny and solid like steel. The bottom of the slab slowly opened outwards like a flower, its edges flaring out at the sides before forming into a cylinder. The top popped outwards, forming a smooth capsule shape that melded with the flared bottom half. The final piece though, was a bright red cross shaped star that unfolded along with two slits.

After a few seconds of this, Jack no longer held a metal slab in his hand, but a pitch black helmet with gold along its flared edges and a bright star crest along the forehead and nasal area. Two empty eyeholes stared into Jacks eyes, while his jaw hung loosely in amazement.

A single piece of paper fluttered out from the helmet onto Jacks desk. He quickly picked it up with one hand while his other carefully held the helmet. The paper was yellowed with age, and covered in fold marks. A few words were written across it in cursive. Jack managed to translate them, mostly because he recognized the style.

It was his grandfathers handwriting.

_Jack,_

_If you're reading this, then my time has passed. You were always such a good kid when I knew you. Of everyone I know, you deserve this gift more than anyone else. The helmet is special Jack, keep it close to you at all times. And if ever in danger, use it wisely. It will protect you, and your family._

_Your Grandfather,_

_Dylan Darby_

For a moment, Jack stood there, reading and re-reading the note about a dozen times. A dozen different questions raced through his mind each time he read it. Why did his grandfather want him to have the helmet, what was his real reason? What did this helmet do, how could it protect anyone?

Jack rapped the edge with his knuckle. The helmet let out a single pure ringing sound in response. It definitely felt like metal, but… There had to be more to it than that. And if there was, there was only one way to find out.

Immediately thinking that this was a horrible idea, Jack slid the helmet over his head. The moment it touched down on his head, a sharp humming sound emanated from the helmet, followed by a piercing light. Jack yelped and stumbled back, crashing into his bed while the light blinded him.

He saw nothing but whiteness for what felt like hours, but was likely but a few seconds. Jack remained motionless during this time, afraid to move for fear of running into something or causing some kind of trouble. When the humming died down, so did the whiteness, and his sight returned.

Jack blinked a few times, staring through the black outline of the eyeholes into his room. One thought immediately came to his mind, "That was weird…"

He slow stood up and shook his head. He didn't exactly feel that different than before, just… Better. Yeah, that was it. He felt more, like there was more to him than there had been before. Oh, and he felt like he had a serious wedgie.

Jack looked down at himself, and immediately saw why. His old clothes, his jeans, shirt and new leather jacket where gone. In its place was a skin tight black jumpsuit that covered him from the neck down. It conformed to his body almost perfectly, and seemed to pulse with energy. A golden ring wrapped around the base of his neck. Three circles golden, each bigger than his fist, were stamped onto his chest and connected into a V shape that lead up onto his shoulders. The pattern repeated on his back.

A golden belt wrapped around his waist, with several buckles attached to it, though Jack had no idea what each held. And on his shoulders where golden pads that descended midway down his bicep, while gauntlets, also golden colored, covered his hands and forearms. Though his fingers were not covered by the gauntlet, instead covered in that black spandex. And to finish off the look, he wore two golden boots that came up to his calves.

Seeing all of this before him, this entirely new uniform, Jack had one thing to say.

"What the hell is this?"

**A/N: Sorry guys, school, sudden work, and a MASSIVE friday headache delayed me longer than I'd have liked. But I've updated now, that counts for something, right!?**

**Well, anyway, I decided Jacks little origin story might take about as long as Junes (Maybe a chapter or two shorter depending on how I'm feeling), but this does not mean Jack is the protagonist. He's one of the protagonists , but not the main focus. June will come back into focus soon.**

**Which brings me to the next topic, the date. I didn't write the date because really? It wouldn't have been relevant to the plot in any way shape or form. So, I decided to skip it for now. I will say that the next date will be covered though. Also, yes, I did pair Jack up with Sierra. No he will not pair with Arcee, Miko, or whatever sick crack pairing you've cooked up. I decided to do a lot of experimenting with characters in this piece, sorry if that's a turn off for some of you.**

**But, that aside, I hope you enjoyed the chapter, and please remember to review or PM me. Also, let's see who can figure out which hero Jack has become, he?**

**Bye!**


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